Metanoia
by littlerobotbird
Summary: When Twilight finds herself suddenly losing control over her magic, our six equine heroes find themselves heading back to the site where they became the Elements of Harmony to confront an ancient foe of all of Equestria.
1. Arc 0:  Potency,  Part 1

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Potency**

**Part 1**

~o~O~o~

_ "Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together and created harmony for all the land._

_ To do this, the elder used her alicorn powers to raise the sun at dawn and the younger brought out the moon to begin the night._

_ Thus, the two sisters maintained balance for their kingdom and their subjects._

_ But as time went on, the younger sister became resentful of her elder sister and their subject._

_ The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night._

_ One fateful day, the younger alicorn refused to lower the moon to make way for the dawn._

_ The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into the wicked mare of darkness: Nightmare Moon._

_ She vowed that she would shroud the land in an eternal night._

_ Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: The Elements of Harmony._

_ Using the magic of The Elements of Harmony, she defeated her younger sister and banished her permanently in the moon._

_ The elder sister took on responsibility for both sun and moon and harmony has been maintained in Equestria for generations since."_

_ We all know or have heard this story. Much of it is fondly regarded as a nostalgic tale from foal-hood._

_ For many parents, Nightmare Moon has been a bogeymare used to coerce free-spirited colts and fillies into obedience for centuries._

_ The story may have changed slight overtime, but she was always there. The Mare in the Moon we came to know as Nightmare Moon._

_ Until this last Summer Sun Celebration, many ponies were content to leave the story in the domain of stressed parents and students of mythology, letting it slip into the realm of such things as the Smooze and the Volcano of Doom._

_ Then there was the day the sun did not rise._

_ Panic and unrest burst out in cities across Equestria and beyond as it seemed that the age-old promise of a long dismissed bogey-mare had come to pass. Eternal night had seemingly come to Equestria and it seemed nopony could find Princess Celestia, magnate of the sun, to aid us in this dark time._

_ The panic proved to be short-lived in the end._

_ Not only would the sun rise that same way, but we would find ourselves welcoming not only Princess Celestia back to Canterlot on that day, but her long lost and seeming forgotten sister: Princess Luna._

_ One can only imagine the ripples that were sent through Canterlot's back rooms that day when a new authority simply came into being._

_ Almost immediately the rumors began._

_ If this new mare, this mare of the moon, were truly the one of legend._

_ If that were so, then had she been the cause of the day the sun did not rise._

_ And if that were so, then what did it mean for the rest of the legend._

_ During the year after this more than eventful Summer Sun Celebration, there has been a great deal of interest paid to archaeologist, historians and even the occasionally nut-job conspiracy theorist._

_ Interest in these old legends has become stronger than ever, becoming a fertile ground for anypony's imagination._

_ This became especially true when more came to light about the Elements of Harmony._

_ Once it became common suspicion that the Elements of old had been actual ponies rather than magical artifacts, the search began for these special ponies: these ponies of destiny as some have called them._

_ However, as we draw closer to the first Summer Sun Celebration since the arrival of Princess Luna in Canterlot, we are left with far more questions than answers._

_ Where are these mysterious Elements of Harmony?_

"...And, more importantly, who are they?" Fluttershy finished, unable to keep herself from smiling as she gently closed the magazine. It certainly struck the pegasus as a silly question, but of course, she along with her friend knew the answer to the pony's question.

"What do you think, Roby?" Fluttershy asked the blue crested robin that sat at the top of her mane, the bird giving her a light chirrup as a response. "I think it was a nice article, don't you?"

The robin gave an discordant chirp before hopping down onto the magazine, gazing up into the pegasus' kind blue orbs as the bird scratched lightly at the cover.

"Well...I don't like those rumors either, but those aren't his fault, now are they?"

The bird tilted its head in thought a moment before a solemn, conciliatory chirp escaped its beak, pawing at the closed cover with a closed talon.

"There's a good bird," Fluttershy cooed affectionately before rising up and stretching her sore limbs. Sitting on the ground for so long, even to do something as relaxing as reading to one of her animals, usually had the side effect of throwing her spine out of whack. As she finished stretching out the kinks, a few gentle pops echoing in the quiet meadow where she had been reading for a good hour or so, she leaned her head down to the bird, allowing it to hop back onto her mane.

"Be careful now, Roby," Fluttershy reminded the little bird as it clutched at her mane with its diminutive talons, "Don't use your wings. I can crouch down more if you'd like to climb up my back."

The bird simply dismissed the notion with an aggressive chirrup, climbing up a particularly thick section of mane with its talons, making in to the top of the pegasus in good time.

"There you go." She knew she needn't worry. She had done her work on the robin's broken wing and she knew him well enough to know that he wasn't a reckless or dumb bird. He had a nest, a family and a life to get back to after all.

The yellow pegasus found herself staring out at the meadow, she almost wanted to lay back down on the hill and bed down for the night it was so peaceful, the sun's last rays of light feathering out over the horizon, the moon already peaking over the mountains in preparation for the night.

It had been a beautiful summer day. Almost a year had passed since that fateful day when Nightmare Moon had returned to wreck her vengeance on Equestria. A year since she had met Twilight Sparkle and become a part of the Elements of Harmony. A year since she found herself suddenly a part of five other ponies lives as a part of seemingly indivisible group of friends.

It didn't seem like it could be only a year, really. It was strange to be linked by... by... Fluttershy didn't even know what to call it. Destiny seemed the right word, but a pony as meek and timid as Fluttershy didn't fit into anything involving destiny.

_ Whatever you want to call it, I'm just glad it happened,_ Fluttershy thought, sighing happily as she strolled gently down on the hill before shutting her eyes, taking in the sounds of the approaching night. She knew the path home by heart. She may have been close to the Everfree Forest, but she had no fears when she walked the meadows and forest that surrounded her cottage home.

The gentle summer breeze coursed through the branches of the forest, the rustling leaves creating a soothing chorus to the falsetto singing of nightingale and chirping of the crickets.

Sometimes, if she listened to them long enough, she could almost hear meaning in their harmonies. She could nearly hear the words to their songs. _What are you all singing about tonight? What songs do you have for this—_

"Fluttershy!" The pegasus gasped, eyes shooting open as the songs of the forest suddenly grew quieter. "Fluttershy are you home?"

"Oh dear," Fluttershy exclaimed as she broke into a quick trot towards her cottage where she found a purple unicorn shouting at the door, a hoof raised and ready to knock again before she spotted the yellow pegasi's approach.

"Oh, there you are, Fluttershy," the unicorn smiled, taking a few steps towards the approaching pegasus. "I hope... I hope I'm not interrupting anything." She smiled sheepishly, noticing the now desolate silence she'd left in the wake of her yelling, the robin nested in Fluttershy's mane letting out an annoyed chirp. "Er, Sorry."

"Oh, it's okay, Twilight," Fluttershy reassured, pushing the cottage door open before turning to motion her friend inside, "I must have forgotten you were coming over for tea. I was just watching the sun go down when I should have been watching the time," she continued, wearing her own, equally sheepish grin.

"It's okay, Fluttershy. There's no reason for apologies," the unicorn replied, trotting into the cottage before Fluttershy entered as well, closing the door behind the pair.

Outside, the confused silence of the forest was suddenly broken by the off-key caterwauling of a noisy sparrow.

~o~O~o~

"Wow, this is really good tea, Fluttershy. It's even better than the tea I get from Zecora..." Twilight admitted in surprise after her first few, careful sips from the hovering teacup, "What's in it?"

"Oh, it's nothing special...just rosemary with a bit of lavender really." Fluttershy blushed lightly, scratching the back of one foreleg with the opposite hoof nervously before looking over the table to the unicorn. "The soil is really rich near the edge of the Everfree Forest. The herbs and flowers just grow especially well."

"I always wondered about that..." Twilight began before a sudden nervous grin silenced her.

"About what, Twilight?"

"Well...you live so far from Ponyville...and so close to the Everfree Forest," the unicorn began awkwardly, "I mean, I know you're not the...the..." she trailed off as her tongue seemed to be a few sizes too large for her mouth, her words blocked by the uncooperative organ.

"The type to live in the middle of things?" the pegasus offered helpfully, smiling softly at the tongue-tied unicorn.

"Well, that too...but you don't seem like somepony who would live so close to a place like the Everfree Forest either," Twilight continued, some of her confidence returning as she took another sip of the tea, its warmth helping too relax her, "I mean, you could live by one of the farms and still be close enough to your animals. This place just seems so remote and...well...don't you get lonely out here."

"Well, I always have them to help with that," Fluttershy smiled, motioning to the animals that filled the air around them with a variety of chirps, squawks and squeaks. The little robin, Roby, sat outside a small birdhouse, seemingly discussing something of grave import with a small white mouse that had climbed up one of the numerous ramps that seemed to cover the cottage's limited wall-space. Fluttershy's gaze hung on one particular animal before she continued; a small white rabbit that had taken to snoozing cutely on the living room couch. "And I am a little scared of the forest sometimes...but I couldn't just abandon my home or my animals."

"But what about other ponies?"

"Oh, Twilight, I have plenty of company. You're here right now, aren't you?"

"Yeah, but I wasn't always," the purple hued unicorn sighed at this admission, leaving her friend with a look of confusion.

"Is...is that why..." Fluttershy struggled with her words a moment, examining the suddenly sullen looking unicorn. "You're not really here for just tea and conversation, are you?"

"Yes," Twilight admitted rather loudly, stomping a hoof on the table in affirmation before grinning sheepishly at her outburst. "Er, yes and no, really. I am here to talk to you, and the tea is lovely...but I did want to ask you some things. You're not mad at me are you?"

"Why would I be mad? I'm glad you're here, Twilight, but if there's something on your mind you shouldn't keep it all bottled up."

"Well, it's just that I've been here for almost a year now and I'm starting to realize that there's a lot more to you all than I thought at first," the unicorn started, her tea cup clinking against its saucer as she began to pace restlessly back and forth, "I feel as though I've failed."

"Failed. Failed at what, Twilight. You've been a wonderful friend since you arrived... I mean, maybe you were a little...intimidating at first and there was the whole thing with the parasprites—"

"No, no, no, no, no...please don't bring that up again," Twilight interrupted, waving her hoof dismissively as though she could banish the topic from history and memory with her waggling appendage, "I'm just glad that Pinkie was there to pull my flank out of the fire on that one," she paused before muttering under her breath, "I still think Celestia knew exactly what was going on..."

"How could you say that you've failed then?" Fluttershy asked, taking a sip of her own tea as she looked at the unicorn with a look of veiled incredulity.

"You remember why I'm in Ponyville in the first place, right?"

"Well, at first it was to oversee the Summer Sun Celebration," the pegasus began, looking to Twilight for affirmation before continuing, "then it was to study the magic of friendship..."

"Right, exactly!" Twilight affirmed excitedly, hopping to her hooves and trotting around the table where there tea cups now sat, forgotten as the unicorn sat right beside a now somewhat flustered Fluttershy.

"I'm still a teeny bit lost, Twilight. You've written a lot of letters about friendship to the princess. You've learned a lot, haven't you?" the pegasus asked, the cacophony of chitters and chirps in the background having died down to a dull roar as outside the sun disappeared below the horizon fully, making way for the quiet splendor of the night.

"I have...but I feel like there's so much more that I haven't learned. I've learned a lot about the ways ponies act and react...more in this past year than I ever did in Canterlot, but," Twilight's face fell at her use of the contrarian conjunction, having been animated and thrilled by her acquisition newfound knowledge, "I don't even feel like I've scratched the surface. Not even of my best friends..."

"Oh, come now," Fluttershy reproached her friend as gently as only she could in her motherly way, "Most ponies spend entire lifetimes just trying to figure out just one pony. Did you really expect to know everything in just a year?"

"You know... I really thought I could at first," Twilight chuckled at the pegasi's apt reproach, "Everypony seemed so simple at first...all of you seem to have your roles and I was really just looking for my own place, but then you all just keep surprising me."

"How so?"

"Well...how about you standing up to that dragon?"

"Oh," Fluttershy's motherly authority wilted at the mention of her exploits, the bashful pegasus looking down in response, "that was nothing really...I just couldn't let my friends get hurt while I just stood there, could I?"

"No...but I would have never thought that'd you'd make a full-grown dragon cry like that...I didn't even think you could be angry," Twilight laughed at the memory of the demure pegasus staring down a dragon that had been easily a hundred times her size.

"Well, sometimes ponies can do amazing things for their friends..." Fluttershy agreed nervously, the phantom itch on the back of her fore leg having returned with a vengeance.

"That's just it, though. I would have expected Rainbow to go and try and buck a dragon or even for Applejack to do it, but there you were, terrified of dragons and all but threatening to tell one's mother that he'd been a bad boy."

"He wasn't bad," Fluttershy corrected, a consistent blush seeming to have stained the pegasi's cheeks a deep crimson, "He just made a bad decision."

"That's the Fluttershy I know," Twilight replied with soft chuckle before her face fell suddenly, "And that's just the problem."

"What do you mean?"

"I don't feel like I really know you all."

"Oh, Twilight, don't be silly. Of course you know us. We're all friends."

"I know...I know we're friends. You all are my best friends. You might even be my only friends besides Spike," the unicorn mulled over this fact a moment before continuing, "But I want to know you all better."

"I shouldn't be surprised," Fluttershy grinned as a deep reddish hue graced the unicorn's face. "That's who you are, Twilight."

"Yeah, as Rainbow already told me, always the egghead."

"Oh, she didn't," Fluttershy put on a play of shock, knowing that her brash counterpart most certainly would have.

"She didn't mean anything bad by it, but she's right anyways. I am an egghead...my best friends before you all were all books...it would figure I'd start trying to study you all like I would them."

"But that's you, Twilight, and we wouldn't have it any other way," Fluttershy stated, laying a reassuring hoof on the unicorn's shoulder.

"Applejack said pretty much the same thing," Twilight said softly.

"Oh...have you already talked to her about all this?"

"Yeah...actually I've talked to pretty much everypony else about this," Fluttershy's ears drooped slightly at this, "Oh no, nothing like that...it just kind of happened over the last few days. I was really just running around like a curious little filly at first...I didn't even know how to start and then it just kind of came up when I was at Rarity's boutique this morning."

"So...what did you learn?" Fluttershy asked, quickly forgetting any trepidation she had previously felt towards the unicorn's final research subject.

"Well, I certainly wouldn't have thought that Rarity and Applejack would have been friends when they were young...they just seem so, so..."

"Opposite?"

"Yeah, who would have thought?"

"I don't think anypony who just met them would, but they at least seem to get along in their own way," Fluttershy offered, having not been privy to this bit of information either. It was a surprising revelation.

"Yeah...in their own way...remind me to tell you about my first slumber party sometime," the unicorn chuckled softly, drawing a look of confusion from the yellow pegasus, "Anyways, after I was done talking to Rarity, I bumped into Pinkie and Rainbow in the market and I just kind of started asking questions."

"And what did you learn from them?"  
>"Well, I think I may have somehow become Dash's unofficial biographer. She's the only pegasus to ever perform the Sonic Rainboom and she'll be a famous Wonderbolt someday," Twilight smiled as she recalled the quite animated conversation she had held with the rainbow-maned pegasus, "But Pinkie was a whole other conversation...I just couldn't get her to talk about her past, she just sort of kept steering the conversation away from it. I managed to bribe her with cupcakes at Sugar-cube Corner, but she just repeated what she apparently told the Crusaders."<p>

"They told you?"

"Well...to be honest, I may have bribed Apple Bloom after talking to AJ..."

"Twilight!"

"Sorry, I was curious...figured she might have the 'inside scoop' so-to-speak," Twilight replied, ears pressed against her skull as she made hoof-quotes in the air, "I was just curious."

"Still, bribing Apple Bloom to learn about Applejack. It's not as though Applejack wouldn't have told you herself," Fluttershy said, giving the unicorn a stare any mother would be proud to have as a part of her repertoire, "She not one to lie about things."

"I know, I know. Element of Honesty after all...but still. After talking to Rarity about her own past, Applejack's just not as forthcoming as I thought she was," Twilight seemed a bit saddened by her own recollection, taking a moment to drain the rest of her now lukewarm tea, "She might not lie, but I don't think she always tells the complete truth... everypony's has their own secrets."

"That...that is a surprise," Fluttershy murmured, her own cup of tea long since forgotten.

"That's what I've been trying to get at. As close as I feel to you all, it like I'm just as far from the real you as I was at the beginning," Twilight stated, stomping a hoof on the floor for emphasis, "And that's something I want to remedy."

"So that's why your here?"

"Pretty much," the unicorn paused for a moment as she set the empty tea cup down on the table, turning to look the pegasus in the eye only to find that Fluttershy's gaze was now firmly tethered to the wooden floor of the cottage, "Fluttershy?"

"Yes?"

"I really do want to get to know all of you...especially you?"

"Especially me?" the pegasus squeaked nervously, the beads of sweat forming on her brow threatening to flood her eyes.

"Yeah...you and Pinkie seem to be a biggest mysteries. Rainbow told me a lot about when you guys were in flight camp together, but past that... well, that's really all I know about you. I know a little bit more about Pinkie from the Cakes...but you...you're like an enigma to me," Fluttershy broke out into a soft shudder at this last statement, giving Twilight a moment's pause, "But I...I don't want to press you or anything."

"Tha...that might be for the best. I'm not very interesting anyways...it'd just be a waste of your time," Fluttershy stammered, eyes tracing a particularly interesting fracture in the wood floor as she strained to lift her gaze.

"You're my friend, Fluttershy, you couldn't possibly waste my time," Twilight spoke quietly, the soft smile on her face translating perfectly into her words, "But I don't want to make you uncomfortable. The last thing I want to do is to push any of you away after all."

"I appreciate that, Twilight," Fluttershy whispered, finally looking up into the unicorn's purple hued eyes, "Maybe I'll be...maybe I can talk about this another time...I just don't like to bring these things up..."

"It's okay, Fluttershy," Twilight whispered, running comforting hoof down the pegasus's back, feeling the shudders coursing their way down between her wings.

"It's not that I don't want to, I—" she began, casting her eyes floor-ward once more, biting her lip before the unicorn merely shushed her.

"I just want to know you Fluttershy," Twilight began, "But I want you to want me to know you...or rather, I want you to be comfortable...or..."

"It's okay, Twilight...I know what you mean...I just don't know how to—Twilight, are you okay?" Fluttershy found herself glancing up to greet a much paler looking Twilight.

"Ooo...feeling kind of light-headed all of a sudden..." the unicorn muttered, staggering to her hooves before bracing herself on the table, "Was there something in that tea?"

"No...I don't think so...just rosemary with a bit of lavender. Nothing out of the ordinary," Fluttershy replied, giving her own tea cup an accusatory glare, "You're not allergic are you?"

"I dun think so," Twilight wavered back and forth a bit before steadying herself, "It's just a bit late I think...haven't been sleeping so well lately..."

"Maybe I should walk you home then," Fluttershy rose to her hooves, the quakes that had wracked her body forgotten as she worriedly drew herself even with the unicorn. Extending out a wing, Fluttershy drew her friend closer, allowing Twilight to lean against the pegasus as they made their way towards the cottage door.

"Th...thanks, Fluttershy, I don't know what's come over me...maybe I should just sleep in tomorrow," Twilight tried to put on a reassuring grin, but managed only a grimace as a wave of nausea washed over her, "Yeah, just a good night's rest in my bed..."

"You'll be so warm and cozy in your snuggly wuggly bed," Fluttershy smiled, grasping the door handle in her mouth, pulling it open as she bore the unicorn's sagging form in an attempt to keep her friend off the ground.

"Hee, hee...snuggly wuggly...you silly filly, I'm not a foal..." Twilight giggled as she closed her eyes, a dumb little smile making its way onto her face as the pair stepped into the cool night air.

"Of course you're not," Fluttershy nodded, sweat building on her brow as the unicorn leaned more and more heavily on the pegasus.

_I don't think either of us are in any condition to get you all the way back to your home,_ Fluttershy thought to herself as she gave the unicorn an extended look.

Twilight trembled slightly as she leaned against her friend, her brow already dark from sweat as her hooves struggled to maintain her balance. For the moment, the pegasus was the only thing keeping the unicorn from face-planting directly into the ground.

"Twilight?"

"Yeah, silly pony?" the unicorn giggled deliriously.

"You know...there's a really comfortable bed right upstairs as well. It's so very nice and soft. just the thing to make you feel all better," Fluttershy offered, slowly beginning to steer the unicorn back towards the cottage.

"Tha sounds nice...but where would you sleep?"

"Oh, don't worry about me. I can always sleep on the couch or bring in a nice fluffy cloud to sleep on."

"Oooo...a cloud, that sounds really nice an—" Just as Fluttershy managed to get the cottage door open all the way, the weight became too much. The unicorn's hooves, unable to find purchase on the wood floor, slipped and left the pegasus bearing Twilight's weight by herself, sending the pair to the ground.

"H-h-heavy..." Fluttershy groaned, her wing trapped in an awkward position as her other was pressed hard into the floor. They'd be sore in the morning. "Come on, Twilight." She pleaded with unicorn, Twilight having apparently slipped into unconsciousness, only getting a grumble for her troubles.

"Fluttershy!" A familiar voice called out from behind her in a very unfamiliar tone, but the yellow pegasus didn't notice until she felt the unicorn's weight rolled off of her. "Are you two, okay?"

"Pinkie Pie?" Fluttershy gasped, thankful for the night air the filled her lungs before finding more questions, "What are you doing all the way out here? And at this time of night?"

"Pinkie-sense," the pink earth pony submitted bluntly with a knowing grin, leaving the pegasus baffled.

"But nothing fell, and I wouldn't call this a doozy, she just fainted..."

"Well, I did get a doozy...just not about here...it was...it is..." Pinkie stammered, drawing a knowing smile from the pegasus. It was Pinkie being Pinkie after all. She had a knack for just being in the right place at the right time and Fluttershy certainly wasn't going to question it at a time like this, Pinkie-sense and all.

"You can tell me all about it in a minute, but we should really get Twilight off the ground and into a bed so I can take a look at her," Fluttershy stated, casting a worried glance at the purple lump blocking the doorway. The pink mare nodded exuberantly before wiggling under the unconscious unicorn and rising with her balanced precariously on her back.

"What happened to her?" Pinkie asked as she trotted into the main room of the cottage, Twilight murmuring in her sleep, sweat dripping from her forehead despite the cool night breeze.

"I don't know...I think maybe she had a allergic reaction or something to my—"

Fluttershy didn't make it another word and Pinkie didn't make it another step as the cottage was suddenly filled with a blinding flash of purple and they found themselves pressed against the interior of the cottage by some incredible force.

The yellow pegasus found herself thrown hard against against a window, the glass cracking from the force, while Pinkie was nearly tossed out the cottage door. The pink pony's body pinned awkwardly against the door frame, half of her limbs whipped about under the influence of an unnatural wind while the other half struggled to hold her in place, scrabbling for something to grab or grip or hook around.

Fluttershy eyes were screwed shut at first as she felt the wind tearing at her fur and feathers, the light nearly bright enough to see through her eyelids, but slowly she cracked them open before the wind snapped them wide open. Fluttershy's pupils expanded in horror as her friend's eyes stared out at nothing, the once lavender eyes of the unicorn had been replaced by a pair of glowing white orbs. Twilight's gaze darted wildly as her body contorted into seemingly impossible forms for any pony not made of rubber or at least double or triple jointed.

Bolts of violet hued magic shot out from her friend's writing form, leaving scorch marks on the wooden floor, a stray bolt hitting a tea cup and leaving a ficus tree in its place, before they slowly condensed and formed a solid barrier of magic around her.

"Twilight!" Pinkie yelled over the cacophony of snaps and crackled exuded by the display of unicorn magic before her, "Twili—"

The pink pony didn't finish as a fresh burst of tremors coursed through her body, Fluttershy watching as Pinkie's doozy vibrated the mare right out the door, disappearing with an audible cry of excitement.

"Pinkie!" the pegasus called after the earth pony, just barely able to hear a resounding thunk from outside, before turning her attentions back to Twilight and her more immediate problem.

The sheer volume of magical energy set Fluttershy's fur on end as she felt herself being pressed hard against the window. She swore that she could hear the glass slowly splintering beneath her as she stared at her friend's floating form. She needed to get herself onto something more solid as quickly as she could. Then she had to get to Twilight somehow and get her back under control.

"Twilight!" the yellow pegasus cried out as she rolled herself slowly off the window and, legs shaking and wobbling beneath the strain of the magic, managed to rise to all fours, albeit shifted ninety degrees from the position she was used to. The pegasus panted, her legs under the constant buffeting by the apparent cyclone of magical energies that filled the cottage. As she looked around she found the main room empty, save for herself and Twilight.

_I hope everyone's alright, _the pegasus thought to herself as she stared at the spot where her couch was pressed against the wall, her lapine assistant having disappeared from sight.

"Twilight, can you hear me?" If the unicorn could, she gave no sign of it, eyes continuing to dart every which way, blindly searching for something. The unicorn's face contorted into a mixture of fear and pain as her body twisted.

Gathering all her strength, Fluttershy began to inch her way along the wall, moving away from the front door and towards the kitchen. Twilight had ended up almost perfectly in the center of the room, leaving only one way to get close to the writhing unicorn.

"If you can hear me, Twilight," Fluttershy yelled out as she tentatively tapped a hoof on the ceiling before, feeling the unicorn's magical energies rolling over her in waves, "I'll be there soon."

_Just a hop... _The pegasus thought to herself, rocking herself back and forth above the door to the kitchen. _A skip..._ flaring her wings nervously, she locked her eyes on her friend's thrashing body, _...and a jump!_

Fluttershy flapped her wings in as powerful a stroke as she was capable of as she pushed off the wall with all four hooves, twisting herself into an upright position. The magical wind caught in her wings, unceremoniously slamming the pegasus right into the ceiling.

_That was a bad plan..._ she groaned silently. It had worked however as the same pressure that had pressed her against the wall was now working to keep the pegasus pinned against the ceiling.

"Need to..." the pegasus huffed as she rolled over onto her hooves, rising unsteadily on them, "practice landing."

She could feel the blood rushing to her head as she crept upside down along the ceiling joist, using it to steady her steps as she drew closer to the unicorn. The arcane winds that tore at her body began to grow steadily worse and more chaotic as she closed the last few feet between her and Twilight, tearing at her from seemingly every direction at once.

Soon enough she found herself crouched on the ceiling just above the unicorn, the barrier threatening to tear the pegasus to pieces as it crackled and snapped violently at her with arcane power. The yellow pegasus could just make out the nearly imperceptible tendrils of energy that slowly reached out for her.

"Twilight!"

"Fl-flu..." the unicorn stuttered, white, sightless eyes turning to focus on the trembling pegasus above as her body twitched beneath, her breath coming in short, stuttered gasps of air.

"Yes!" Fluttershy yelled back, her voice growing hoarse as she felt her energy slowly bleeding away as the tendrils of purple energy grasped at her, "I'm right here, Twilight."

"Whuh...what's going on?" Twilight nearly whispered, sounding like a lost foal searching for its mother, but still Fluttershy could hear her, "Why can't I see you?"

"I have no idea," the pegasus cried out, tears cresting her wind-swept eyes as she tried to lift herself onto her hind legs, wings adjusting fruitlessly to keep her balanced, "Just know that I'm here."

"I...you're here?" the unicorn asked in obvious confusion as she tried to close her eyes to no avail, "Where am I?"

"You're in my cottage, Twilight," she reassured the visibly frightened unicorn, finding strength as her friend's body seemed to have noticeably calmed, "Everything's going to be okay. Just focus on my voice and repeat what I say. Everything's going to be okay."

"Okay, I...I trust you," the unicorn replied, biting her lip as a stray tear bled out of her eyes before flying off to splatter against the far wall, "Everything will be okay...every will be okay..."

"Everything will be okay," Fluttershy replied, her hind legs shaking terribly as she reached a hoof towards her friend, before drawing it back with a cry of pain. The barrier crackled with electricity where her hoof had hit it.

"Fluttershy?" the unicorn cried out, her body spasming as her face twisted into a look of worry, blank eyes glancing towards the ceiling.

"Ev—everything will be okay," Fluttershy repeated the mantra, staring at the scorched tip of her hoof as tears threatened to blur her vision and her body threatened to give out from the strain. She looked down through the magical barrier at her friend's expression.

"Everything will be...will be okay."

Fluttershy bit her lip hard as she reached her hoof out once more. She could feel the heat of the barrier, the crackling power that coursed through it as it drew power not only from the unicorn, but seemingly from the pegasus as well. She could feel the scorching heat as with gritted teeth she plunged the hoof through the barrier. As her leg passed into the bubble of energy, time seemed to nearly halt for a moment, the winds slowing to a strong breeze and Fluttershy could feel...something.

A presence that seemed to tap into her own energy as she strained her hoof down towards her friend. She suddenly felt as though she were being watched from everywhere at once, as though she were being examined.

_Who do we have here?_ a soundless voice inquired, its tone curious and nonchalant as the phantom watchers seemed to circle her.

Ignoring the strange voice, her eyes shut screwed, she made one last, desperate grab at Twilight and found her. Her hoof resting on the unicorns shoulder, a thousand staring eyes watching the act as the storm returned full force, the energy of the barrier coursing through the pegasus.

"I'm right here, Twilight," she whispered weakly, the unicorn's body settling as the white glow began to fade from her eyes and with it the unknown observers were gone as well.

With a loud crack of energy, both ponies dropped to the cottage floor in an unmoving heap, the purple glow dispelled as the magical winds were snuffed out at their source. The cottage sat for a moment, only the sounds of labored breathing to be heard.

~o~O~o~

"Fluttershy! Twilight!" A sudden cry stirred Fluttershy, drawing a long groan from the pegasus as a blur of pink mane and fur appeared above her. "I was so worried when I got thrown out the door. I was all like whoosh right out the door and then I hit a tree with my head and I was a little woozy for a while—"

"Pinkie?" Twilight groaned, "What happened? What are you doing here?"

"Well, I was sleeping upstairs at Sugarcube Corner when my Pinkie-sense started acting up and I vibrated right off my bed and almost went right out the..." Pinkie trailed off as a soft whimper emanated from the yellow ball at her feet, "Fluttershy?"

"It hurts..." was all that the pegasus could mutter as she curled tightly into the fetal position.

"Fluttershy!" Twilight exclaimed as conscious returned fully, rolling unsteadily onto her hooves, Pinkie helping to steady her as the pair looked down at the trembling pegasus. "What is it? What's wrong? Did I hurt you?"

"My...my hurts..." She muttered in response, struggling to uncurl enough to show the pair. Pinkie sat down next to the pegasus, running a comforting hoof through Fluttershy's long mane, her own sagging as she teared up.

"It's okay, Fluttershy," Pinkie whispered with a sad smile, "Auntie Pinkie here."

"I'm a...a..."

"A year older than me, I know," Pinkie finished for her, a tear streaming down from her eye, "Auntie Pinkie's still here for you."

"Twi...Twilight?"

"I'm here," Twilight spoke softly as the pegasus' trembling blue eyes met her own. Slowly, but surely the pegasus uncurled to reveal her injury. Twilight restrained a gasp as she saw her friend's hoof, the end of her leg seeming to be nothing more than a solid cylinder of ash.

"I can't...I can't..." Fluttershy couldn't feel her hoof, but there was the pain. A throbbing, searing pain that kept her from thinking of anything but the pain.

"I...I..." Twilight stuttered for a moment, her brain searching for something, anything, "Maybe a first aid spell?"

"Try it, Twilight," Pinkie gave her affirmation, still trying to comfort the pegasus as best she could.

Twilight closed her eyes in concentration as she visualized the charred hoof. She held her breath as she tried to tap into her magic, opening an eye to find that a few purple sparks shot from her horn before a sudden splitting headache overwhelmed her. The unicorn groaned as she threw herself to the floor, hooves grasping to soothe the sudden ache.

"Ahh!" she cried out after reaching a hoof up to her horn. It was scorching hot to touch. As she glanced up at the spire of bone she could see wisps of smoke whipping away from its now white hot surface, the smell of singed mane and flesh invading her nostrils.

"What's wrong, Twilight?" Pinkie asked, her hoof moving methodically through the pegasi's mane, the pink pony's own mane seeming on the verge of deflating.

"Twili..." Fluttershy groaned weakly, her eyes blinking rapidly as if on the verge of fainting dead away, everything around her a multi-colored blur.

"I...I..." Twilight's brain was seemingly unable to process anything for a moment before a single phrase replayed itself in her mind, "Everything will be alright."

"Ev—Every..."

"Everything, Fluttershy."

"Everything will be alright..."

_Everything will be alright..._

~o~O~o~

_**Last Updated:**_

_**August 25th, 2011**_


	2. Arc 0: Potency, Part 2

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

**~o~O~o~**

**METANOIA**

**Arc 0 - Potency**

**Part 2**

**~o~O~o~**

_A deep, impenetrable fog rolled across the entrance to the woods. Somewhere behind the thick grey wall lay a grassy roofed cottage. Beyond it lay the depths of the Everfree Forests where nature, left to its own devices and free from the influence of ponykind, had run rampant for hundreds if not thousands of years, leaving it a dangerous and mysterious place._

_ As if at a crossroads, a young pegasus mare stood just off from the forest entrance. She fidgeted nervously as she peered into the grey mists that swirled before her, traveling garments sticking uncomfortably to her sides in the cool humidity. She flared her wings once and then a second time as she shifted her saddle bags into a more comfortable position on her back, taking care to keep the flaps within distance of her mouth. With a good shudder of her body, she tried to rid herself from the chilling effects of the dew that seemed to cover every inch of her._

_ "Maybe I should wait a day or two longer..." she murmured to herself, blowing a few limp strands of damp, pink hair out of her eye, "Wait for the sun to clear away all this fog at least."_

_ The pegasus stared into the fog bank for another moment, hoof pawing at the ground idly as though it held the answers to her dilemma. She could feel a tremble of nervous fear creeping up her spine, her wings locking tight to her sides as she felt the urge to run building in her muscles._

_ "Is somepony out here?" the little pegasus nearly fainted dead away at the sound of another's voice breaking the quiet stillness, calling out from within the fog._

_ Instead, however, her hooves found purchase in the damp soil and she disappeared beneath the exposed roots of a nearby tree, landing with a a quiet slap against the watery mud. _

_ She lay there, trembling as she listened to the soft squelching of hoof steps in soft mud draw closer to her. She could hear the hooves wandering towards her, their rhythm steady in its gentle stutter. They stopped a moment and the pegasus could hear a soft, snorting chuckle issue forth from the mystery pony._

_ "Well, I reckoned I heard somepony out here," a smug sounding voice began from just above and behind her. The little pegasus twisted her head around to find the aged face of an earth pony mare peering down at her, a raincoat obscuring much of her, "How many times you been out here this week?"_

_ The pegasus was speechless for a moment, her fear heightening at the realization before subsiding under the spell of the old mare's smiling face._

_ "Only once or twice..." she admitted meekly, climbing slowly out from under the tree roots and onto solid, if damp, ground, hooves slipping on the muddy sides of her unsuccessful hiding place._

_ "I do dearly hope that you weren't scared of little old me," the old mare chuckled, aiding the pegasus in getting back onto level earth and to all fours. Bringing the young one up to look her over with smiling, blue eyes that shone with a familiar warmth from her hood. "So...what's a little filly like you doing out here all alone? Looking for somepony in particular?"_

_ "I'm not a little filly," she whispered in response, looking away towards the fog bank that had seemingly tormented her just moments ago, but now bid her welcome as an escape route._

_ "What was that?" the old mare asked, putting a hoof up to her ear in a show of auditory inadequacy, a smile betraying her intentions._

_ "I'm not a little filly." the pegasus repeated herself, louder this time._

_ "Well, you sure talk like one," the old mare smiled, letting out a short, rasping laugh, "You might want ta work on that, darlin'."_

_ "Maybe..." the pegasus meeped, seeming to sink into the ground at the reproach._

_ "An' as to my other question...?"_

_ "Oh, I'm sorry," the pegasus suddenly stood upright, twisting back to grab something out of her saddlebag, "I am l-looking for s-somepony."_

_ "Hope I kin help," the old mare offered as the pegasus dug around for a minute before coming up with a small letter clutched in her mouth._

_ "M spose't mee 'er," she began with her mouth full, the old mare freeing her soon enough, tucking the letter into her coat, "Sorry."_

_ "No need," the old mare dismissed the pegasus wave of her hoof before motioning for the pegasus to follow her, "C'mon now, can't have you catching yer death a'cold in this fog."_

_ "O-okay..." was the timid response, but still the pair disappeared into the fog bank and found themselves in the cottage soon enough._

_ A few minutes more and the pegasus found herself sitting before a small table in the cottage's main room, sipping slowly from a cup of steaming tea. She shivered lightly beneath the warm blanket wrapped around her shoulders while the old mare cleaned up the kitchen. The letter lay forgotten for the moment at the table's center while the pegasi's bags and the old mare's coat hung side by side near the door, dripping quietly onto the floor._

_ "Hope you're enjoying the tea. Old family recipe," the old mare gave the pegasus a sly wink as she took her place at the table, blowing softly on her own cup of tea before glancing at the unopened letter, "Don't suppose you know what's in the letter?"_

_ "No, ma'am," the pegasus admitted, pulling the blanket tighter around her, "The tea is lovely, though, thank you."_

_ "You're very welcome, young lady. Good to hear manners are still well an' good among you young'uns," the pegasus merely blushed at the compliment, her eyes fixed squarely on her tea, "Well, let's see what all this is about then, shall we?"_

_ Shakily the old mare rose to her hooves, drawing the letter towards her before nudging it open on the table. The pegasus found her gaze raising seemingly of its own volition, curious as to the letters contents as well. As the young one watched, the old mare's eyes darted over the page, her face curious at first, but slowly and steadily morphing into a frown before glancing up to meet the pegasus' blue eyes with her own._

_ "Well, I s'pose I kin see the resemblance," the old mare muttered, her expression an enigma to the timid pegasus, "You've got an awful lot of yer daddy in you...fer better or for worse, I s'pose."_

_ "Th-thanks?"_

_ "Bit more grown up than the last time I saw you..." the mare muttered to herself as the yellow pegasus shrank beneath the earth pony's examination, "Well, I s'pose we best get you settled in."_

_ "Settled in? Here?"_

_ "Well, yeah, girl. What the hay you think I was going to do?" the old mare looked at her with a look of incredulity before making her way around the table._

_ "I don—I don't—" the pegasus stammered as the elder mare suddenly embraced her._

_ "You didn't think I'd leave my only granddaughter out in the cold, did you?"_

_ "Granddaughter?"_

_ "Oh, I know, it's been years, but surely you remember yer ol' granny, Fluttershy?"_

_ The scene froze, Fluttershy's consciousness suddenly running cold as she looked up into her grandma's warm blue eyes. The pegasus could feel her breath caught in her throat, her body suddenly feeling as though she had sunk into a deep snow drift. She remembered the disbelief, the betrayal that she had felt in that moment. She remembered reading the letter herself. Reading it over and over again, looking for something that simply wasn't there._

_ But she was happy now, right?_

_ She didn't need to feel those things anymore._

_ So why did she?_

_ "Wh-what's going on?" Fluttershy asked, her words coming out in a burst of cold air, but no answer came._

_ No words came as the cottage grew darker and faded away along with the kind, old earth pony with the familiar blue eyes. She was left in the dark, just as she had been then._

_ "Don't worry, Fluttershy, everythin'll be alright in the end...Even if it dun seem like it at first, things'll get better."_

_ She could almost feel her granny's lips on her forehead, the warmth of the comforter surrounding her as she had gone to sleep that, the sounds of the countless critters down the stairs._

_ Then, as suddenly as the warmth feelings had manifested, they were gone and it their place was a throbbing ache. Fluttershy found herself writhing on the floor, clutching at her fore hoof as the burning ache flowed up her leg._

_ A soft chuckle echoed in the empty darkness._

"Things just aren't alright in the end."

~o~O~o~

"Whoa there, girl!" Applejack shouted as she tried to keep the thrashing pegasus under control, deftly avoiding a panicked hoof thrown right at her head, "Yer fine! Yer fine, Fluttershy! Everythin's fine."

Almost immediately the pegasus began to settle down, staring up at the farm pony's reassuring smile before glancing around to find that she was in her bed, the morning sun filtering in through the window.

"Is she okay?" A nervous voice asked, drawing Fluttershy's attention to an oddly distraught looking Pinkie Pie, a tray covered with a kitchen towel balanced on the pink pony's back and thick bandage wound around her forehead.

"I reckon she'll live, but I don't want her tearing apart them bandages," Applejack replied, running a calming hoof down the pegasus's back. "You feelin' alright, Fluttershy?"

"I...I'm fine..." she whispered, trying to think of a reason for Applejack and Pinkie being in her bedroom before the memories came roaring back, sending a soft shudder down the pegasi's spine. "Is Twilight okay?"

"Twilight's just fine. I think she's a mite more worried about you than herself right now," the stetsoned pony answered, maintaining her smile as she continued, "Now how 'bout you tell me how yer hoof is doin'?"

"It...it doesn't hurt at all..." Fluttershy answered, drawing the offending hoof to her face, finding it to be completely encircled in bandages.

"Hurt at all when I press it?" Fluttershy merely shock her head, brow furrowed in surprise as the earth pony pressed tentatively against the mummified hoof.

"Wow, Applejack, you did great!" Pinkie exclaimed as she bounced towards the bed, the breakfast tray now resting on a bookshelf. The pink pony staring down at the pegasus with a bright smile, but Fluttershy found herself staring at the bandage on her head.

"What happened to your head?"

"Oh, this is from when I hit the tree," Pinkie answered as a matter-of-fact.

"Hit the tree?"

"Oh, don't you worry none, Fluttershy. Earth ponies got thick skulls," the cowpony drove the point home as she tapped her own head with a hoof, "An' Pinkie's got an even thicker than normal one."

"Yes indeedy!" the pink pony exclaimed with a quick bounce punctuating her excitement over the apparent compliment.

"So, how did you..." Fluttershy's words trailed off, finding it simpler to just hold up her well-bandaged extremity.

"Years on th' farm," Applejack responded, her chest puffing out in pride, "Gotta know some first aid if'n yer gonna work the fields."

"Thank you, Applejack," Fluttershy whispered as she continued to examine her hoof.

"Well, I reckon we best get them Nurse ponies to look at it afore I go giving you a good, clean bill o' health, but you're welcome," the farm pony said with a subtle curtsy before turning to an eagerly bouncing Pinkie Pie, "But before that... what've you got for us, Pinkie?"

"Weeeeeelllll...Fluttershy doesn't have as many ingredients as the Cakes do... so I had to experiment a little teensy weensy little bit, but I managed to make some deliciously scrumptious, oh so wonderful," Pinkie paused for effect as she made it back to the tray in a single bounce, tossing the towel away with a flourish to reveal, "Muffins!"

"Er..." Pinkie beamed with pride as her two friends glanced over the tray of misshapen mystery goods of dubious origins.

"Don't they look delicious?" the pink pony asked before tossing an oddly speckled muffin into the air, catching it deftly in her maw before smiling at the pair, cheeks undulating with each chew.

"They look...um...nice."

"Yeah! They look, uh, nice, Pinkie."

~o~O~o~

The sun was midway through its journey when the library door swung open to admit a pair of grumbling ponies.

"The rosemary an' birdseed wasn't too bad, but what pony in their right mind would put raw fish in a muffin?" Applejack asked nopony in particular, Fluttershy giving a pained smile at her friend's confusion.

"Well, it is a delicacy in eastern Equestria...but not usually in a muffin, no..." the pegasus remarked, her stomach tumbling slightly as she dragged herself to one of the cushions set out in the center of the library's main room.

"I s'pose that's just that pony's way. Bein' all experimental an' the like," Applejack sighed as she flopped onto a cushion next to Fluttershy, "Thought I was goin' ta hav' ta ask Redheart for the stomach pump fer a sec."

"At least most of them were edible this time," the pegasus offered, trying in vain to defend the party-loving pony against both Applejack and her own cartwheeling stomach.

"There's that, I suppose."

"Applejack! Fluttershy!" A voice from above shifted the two ponies attention from their gymnastically inclined interiors as they saw a blur of purple and green descend the stairs, "Fluttershy, you're alright!"

"Well, of course," the yellow pegasus blushed as the little dragon looped his tiny arms around her neck, "Didn't Twilight tell you?"

"Well," Spike began, arms locked tight around Fluttershy's neck, "She made it sound like she exploded and nearly took your leg off!"

"Nothin' that excitin', Spike," Applejack muttered as she rolled over on her pillow, "How's Twi doin'."

"She's been looking all mopey ever since she got back...I don't think she's slept since, either," the baby dragon explained, "I think she's really worried about you, Fluttershy."

"Oh, it wasn't anything that bad. Nurse Redheart said it was just a bit of a burn...no worse than that," Fluttershy reassured the dragon, showing off her newly re-bandaged hoof as he lowered himself back to the floor, "Should be as good as new once the magical...um, what did she call it, Applejack?"

"What, Fluttershy?" the farmer pony asked, shaking herself out of a trance, eyes focused on the top of the stairs, "Sorry...it were uh, magic residuals or something like that."

Spike and Fluttershy simply stared at the distracted earth pony for a moment, waiting for her eyes to wander, but the pair of green eyes stayed rooted to the spot, ears twitching beneath her trademark hat. Slowly the work pony rose to her feet, a determined grimace on her face.

"Well, ain't that just a right kick in the flank," Applejack broke the silence with a strong stomp of her hoof, "That unicorn ain't gonna make her feel any better that way."

"Wha?" Fluttershy gasped as the workhorse stomped by her and right up the stairs.

"We should probably go after her, right?" Spike asked, taking off for the stairs before halting at the first step. Turning to the injured pegasus, he motioned to her bandaged hoof. "Did you need any help?"

"Oh no, I'll be fine. You just hurry on ahead."

"Oh, okay," the little dragon said before taking off like a shot up the stairs where Fluttershy could now hear muffled arguing.

Standing up slowly, the pegasus made sure to keep her weight distributed over her three good legs before stretching her still sore wings and hovering up the stairs.

~o~O~o~

"You just don't understand, Applejack." Twilight sighed, leaned half-way over her desk as though she were about to pass out then and there. Spike sat on Twilight's bed, peering down as the ponies argued with one another.

"What don't I get? That you're being plumb stupid?" Applejack retorted, her hoof steadying the unicorn as she swayed lightly back and forth as if under the influence of some unfelt breeze, "You need your rest, Twi!"

"I know I should sleep, but I can't," she murmured as Fluttershy crested the top step, setting herself down behind the pair, "I have to know why this happened?"

"What do you mean, Twilight?" Fluttershy interjected, drawing the unicorn's immediate attention.

"Fluttershy! You're okay!" Twilight choked out, breaking out of Applejack's grip to wrap her hooves around the pegasus, squeezing her tightly.

"Of course I am," Fluttershy stated blankly, rubbing the unicorn's back with her bandaged hoof, feeling wetness spreading on her shoulder where Twilight had buried her face, "But you should really be getting your rest, shouldn't you?"

"Oh, Fluttershy, I thought I really hurt you," Twilight whispered, trembling as she ignored the pegasus's question, "I'm so glad you're alright."

"She's fine, Twi, but you aren't," Applejack grumbled, trotting over to the pair.

"Applejack's right, Twilight. You really do need your rest. Especially after using so much magic," the unicorn suddenly sagged at the mention of magic.

"Right...you're right, it's just..." the unicorn stammered as she released the pegasus from her embrace and trotted sadly to the desk, "I can't rest...not until I know why."

"Twi, I don't pretend to know all about magic and whatnot. I know that you blowing out yer horn has you stressed an' all, but—"

"It's not that..."

"Well, then maybe you ought to explain afore I go runnin' my mouth," Applejack spoke bluntly, resting her forehoofs on the desktop so that she could get herself eye to eye with the unicorn, "We're your friends, Twi. Don't keep us in the dark."  
>"I know...it's just. I'm scared."<p>

"What are you scared of?" Fluttershy asked in a quiet voice as she moved to the unicorn's opposite side.

"I—I'm not even sure," Twilight admitted, tears welling up in her eyes, "I haven't ever lost control of my magic like that... not since I was a little filly... the Princess taught me how to control it and I just... I just lost it like that... Celestia always told me how dangerous uncontrolled magic could be..."

"Can't y'think of a reason why?" Applejack asked her, giving the unicorn more space to vent, "I mean, maybe you were just overtired or stressed or somethin'."

"No, I was perfectly fine."

"An allergy, maybe?" Fluttershy chimed in, still worried that her tea may have been the culprit.

"No, I don't have any allergies except..." the unicorn sat up straight for a moment before slumping back down, "No...there wasn't any poison joke around your cottage..."

"I dun think this would have been much of a joke anyways. Not the plant's M.O. either..." Applejack stated, rubbing a hoof thoughtfully under her chin, "Do you...wait, never mind."

"What?" Fluttershy and Twilight asked in unison, both turning to the farm pony who looked suddenly nervous.

"Well, you remember anything from when you lost control? Anything, y'know, odd?"

"Besides the obvious?" Twilight began with an insincere laugh, "No, not really...I just remember feeling like something was trying to..."

"Tryin' ta what?"

"Like something was trying to rip all the magic out of me..." Twilight suddenly looked incredibly queasy, sweat running down her brow, her normally purple complexion taking on a noticeably greener hue.

"Oh...sorry, Twi. Didn't mean ta make you remember that... I'll, uh... I'll go get you a glass of water..." Applejack stuttered before dashing down the stairs to the kitchen, Spike trailing just behind the workhorse.

"Um, Twilight," Fluttershy began meekly, eyes locked to the floor.

"Fluttershy?"

"I felt the same thing... when I was trying to get to you, it felt like I was being drained. And there were these things that kept grabbing me..."

"I...I'm so sorry, Flutter—" the unicorn began dejectedly.

"No, Twilight...I don't think it was you..."

"What do you mean? Of course it was me! It was my magic!"

"Well, it was you...your magic, I mean, but there was something else too..."

"Something else?" Twilight seemed to perk up a bit at this, but Fluttershy found herself staring at the floor as soon as she met the unicorn's eyes.

"Yes... it felt like something was watching us..."

"You... you're right. I do remember that... I just thought it was my imagination..."

"I don't think it was a pony... and I don't know of any creature that could do something like this, but Twilight?"

"Yeah, Fluttershy?"

"This wasn't your fault. I'm sure of it."

"Thanks, Fluttershy...I know I maybe shouldn't feel so guilty, but if you had gotten hurt..." Twilight trailed off, allowing her chin to come to rest on the desk's cool surface.

"No real harm, no need to apologize, Twilight."

"How can you say that? I nearly burned your hoof off!"

"My hoof is fine, no more than a first degree burn," Fluttershy rebuked her friend, turning her bandaged hoof over in front of the unicorn, "I've done worse making tea."

"But it was still my magic that did it. Even if something else did it, I'm the one that lost control over it."

"Twilight!" Fluttershy snapped suddenly, Twilight twisting her head around to look at the now agitated pegasus, the unicorn's eyes widening at the sight.

"Y-yes, F-fluttershy?"

"It was _not_ your fault. Do you understand me?"

"Y-yes, ma'am."

"Now I don't want to hear you blaming yourself anymore and I want you to get some sleep," Fluttershy commanded, the unicorn's eyes growing wider as the pegasus stared her down relentlessly, "Do you understand me?

"Yessum," was all the unicorn could manage before bolting upstairs to her bed and slipping immediately under the covers, Fluttershy's watchful eye always on her.

"Dang, Fluttershy, the hay was that?" came Applejack's confused and amazed response as she stepped into the second level of the library, baby dragon in tow with a tray of water perched on his head.

"Oops...may have overdone it...just a little," the pegasus blushed as the work pony simply stared at her, slack-jawed.

"Remind me not to get on your bad side," was the earth pony's only reply, Spike sliding the tray full of water onto the newly vacated desk, "Didn't even know you had one...although I s'pose now I know why Applebloom keeps callin' you the Stare Master."

"Does she?" Fluttershy grinned sheepishly before breaking into a more genuine smile as she heard the telltale snores of a deep sleep floating from Twilight's bed, "We should let her get some rest..."

~o~O~o~

"I'll be with you in just a moment," came the sing-song welcome as Fluttershy and Applejack entered the Carousel Boutique, the tingling of a bell announcing them to the out-of-sight proprietor.

"May...maybe I ought to wait outside, Fluttershy," the cowpony stammered slightly, looking as though she were more than willing to bolt right through a wall if it meant freedom.

"Nonsense, Applejack," Fluttershy hushed her as from the back of the shop they could hear the hushed whisperings of Rarity and another pony, the store falling silent for a moment before the unicorn's perfectly coiffed mane came into view.

"Oh, Fluttershy!" Rarity exclaimed when she saw her pegasus friend, Applejack having slipped behind the pegasus, "Did I miss our weekly appointment, dear? I didn't think I'd been working for that long, but I have been a bit behind as of late."

"Oh no, Rarity, that isn't until tomorrow," Fluttershy said, peering over the unicorn at the back of the shop where she could still hear the stilted mutterings of the other pony.

"Oh, is it..." Rarity laughed nervously, glancing over her should before looking back to the yellow pegasus before her. The unicorn's nervous air disappeared the moment she spotted the familiar looking stetson half-hidden behind Fluttershy. "Oh, I see you've brought Applejack."

"Er...hey, Rare," the orange furred pony said with a awkward wave of her hoof before stepping out from behind her cover, "The shop...looks good."

"Thank you. Lots of work keeping it up, but I manage," the fashionista replied, eyes looking the farmer over. The silence was deafening as Fluttershy could only look back and forth between the tongue-tied earth pony and the staring unicorn. The only sound were the continued murmurings from the back room.

"Ahem...Rarity?" Fluttershy coughed just as it looked as if Applejack would melt into a puddle of flop sweat.

"Oh...yes, dear?"

"There's something important we needed to tell you."

"Yes?" the unicorn's face brightened for a moment, a knowing smirk appearing on her face as Applejack continued the self-appointed task of counting the number of screws holding down the boutique's floorboards.

"Something happened to Twilight last night," Fluttershy began as the unicorn's face fell to a momentary look of disappointment before being overridden by a look of worry.

"Twilight? Well, I do hope that she's alright."

"She is. She's resting at the library right now—"

"Won't be up fer a while, I reckon," Applejack broke in, her normal confidence seemingly returning, "Not if Fluttershy's stare has anything to say about it."

"Applejack!" Fluttershy gasped as her face flushed a deep crimson.

"Fluttershy!" came Rarity's own reproach, "You shouldn't use the stare on your friends!"

"Oh, pipe down, Rarity. She's got Twi's best interests at heart. That pony's kept herself awake all dang night worried about what she did to Fluttershy," the work horse explained, Rarity's anger slowly dissipating, "Fluttershy just made sure she'd get herself some sleep."

"Oh, I see... what happened to...?" Rarity began before looking down towards the pegasus's still bandaged hoof, "Oh my, what happened to your hoof?"

"Oh, it's just a minor burn, really."

"Minor nothing. How could Twilight do something like this?"

"Slow yer gums there, girl. Twilight wasn't exactly in full control o' 'er faculties last night. At least, that's how I've heard it," Applejack continuing, her usual pride and attitude finally back to normal as she circled towards the unicorn, taking a sidelong glance at the back room.

"Oh...what do you mean she wasn't in control of herself?"

"She lost control of her magic—"

"Darn near blew 'er cottage apart, too," Applejack quipped, jerking her head towards the increasingly flustered pegasus.

"Whoa!" came a familiar voice from the back room, "Er...I mean...nothing but clothes back here. Carry on!"

"Rainbow, that you?" Applejack called out as she made her way towards the back room, Rarity simply biting her lip as Fluttershy watched with a quizzical look.

"No! Nopony here!" the voice replied as the farm pony disappeared from view, "I mean...uh, meow?"

"Well, that's a right fancy lookin' cat, now ain't it?" Applejack laughed raucously as a soft groan emanated from the back.

"You tell nopony. No. Pony."

"Hmmm...maybe, what's it worth to ya?"  
>"What?"<p>

"Aw, I'm jus' kiddin' ya, Rainbow. This will be goin' in mah private collection, though," a flash illuminated the doorway for a moment before Applejack returned with a Polaroid tucked neatly into her hat, developed side down, "Borrowed your camera for a second, Rare. Gitcha a new pack sometime."

"Applejack..." Rarity groaned, rubbing her hooves on her temples as the cowpony simply grinned from ear to ear, "Must you do this to my model?"

"Model?" Fluttershy muttered, feeling somewhat lost.

"Nah, just to that one," Applejack replied, her grin widening even further if that was possible as a very disgruntled cyan pegasus clopped dejectedly into the main room.

"I hate you sometimes, you know that?" the blue pegasus grumbled, a lacy under outfit still draped to her as she glared daggers at the work pony.

"Rainbow Dash, yer momma would be just appalled," Applejack began in mock horror, "Lettin' somethin' so trivial ruin such a gee-orgeous friendship."

"I _will_ get you back."

"I know," the farm pony replied, pressing her face right into the pegasi's, "That's the fun part of this here relationship."

"Oh, it is on!" Dash grinned, the pair pressing their heads together hard as Rarity merely sighed and moved to remove her outfit from the equation of predictable carnage to come.

"Um..." Fluttershy began, hoping to salvage the situation somehow, voice coming out as litle more than a whisper.

"Rainbow, dear, hold still!"

"You think you got me good? This ain't nothing compared to what I'm gonna do!"

"Big talk for the filly in the frou-frou frills."

"Girls?" Fluttershy interjected meekly, taking a step towards the competitive pair scrambling away as the pushed each other back and forth.

"Frills! Well at least I'm not...the filly in the silly hat!"

"Hey! This is a mighty respectable hat!"

"Silly hat! Makes you look like one of those squatter ponies. Hah!"

"That, ma'am, is a societal misconception!"

"Girls?"

"Will you both settle down, you're going to tear my latest creation to shreds at this rate."

"Apples to apples, Applesmack."

"Oh, you wanna to feel a right good Applesmack? How 'bout I give you a good buck?"

"Bring it on, dirt pony!"

"That does i—"

"GIRLS!" Fluttershy yelled, drawing the attention of a very red face Applejack, a newly disrobed Rainbow Dash and a sullen looking Rarity with a lightly torn outfit on her back.

"Er..."

"We have more important things to discuss right now."

"Fluttershy's right," Applejack admitted before turning to Dash, "Truce fer now?"

"Yeah, yeah. Truce," the rainbow-maned pegasus huffed as the two shook on it, Rarity returning from the back room sans ruined outfit. "So what happened to Twilight? She's okay and all, right?"

"She's just fine. She's really just exhausted at this point," Fluttershy meandered, slowly wilting under her friend's curious stares, "But that's not the important thing."

"So what is?" Dash asked, flapping her wings as she took to hovering above the trio.

"The important thing is why."

"You got somethin' outta Twilight?" Applejack asked, scratching at her ear with an idle hoof, "That's news ta me."

"Well, I wanted to have everypony here," Fluttershy began before realizing they were still short at least one pony not in the know.

"Speakin' of which, where is that girl? Tol' her to meet us here after she worked her shift for the Cakes," Applejack glanced up at the clock to confirm her suspicions before continuing, "She should have been off a good twenty min—"

Applejack found herself cut off as the door to the boutique was roughly slammed open by a blur of pink.

"Oh my, oh my, oh my, oh my, oh my," the blur repeated over and over as it looped around the room several time, dragging reams of cloth and other dressmaking supplies into a vortex before screeching to a sudden halt in front of a very red faced Rarity.

"Pinkie," the unicorn stated simply as the pink pony glanced at the wake she had left.

"Oh, um...sorry, Rarity."

"Just try to be a tad more...collected, dear," Rarity said with a exasperated smile, her magic working quickly to tidy the shop in the Pinkie Pie's wake.

"What took you so long, Pinks?" Applejack asked, holding her hat down as Dash made a half-hearted swipe at the photo.

"Oh, darn! I'm late, aren't I?" Pinkie chirped, bouncing in place with a nervous energy, "The Cakes kept me because they though I was having a seizure!"

"A seizure?" Rarity cocked an eyebrow as the pink pony came to a full stop.

"I know, silly right? I would never steal anything from the Cakes and I don't think I have anything anypony else would want..." Pinkie muttered, putting a hoof to her chin as a confused expression manifested on her face.

"Oh, by Celestia..." Applejack gasped as she realized what Pinkie's scatter shot verbalizations had neglected to state outright, her sudden fright giving Rainbow to pluck the photo from the farm pony's hat. "Pinkie, did you have another one of them doozies?"

"Oh right, that's what I came here to tell you all!" Pinkie bounded into the air excitedly before pumping the air breaks and setting her hooves back on the floor, "Oh, we have no time to waste! Follow me!"

Without another word she was gone in a blur, the door to the boutique flapping back and forth as the remaining quartet simply stared at where she had been just a moment before.

"Ugh, Pinkie Pie..." Applejack groaned and as if by magic the bouncing pony appeared before them again, the door slammed open before her as she high-stepped in place.

"C'mon you silly fillies, get your flank in rank and let's go!" the party pony commanded, looping around and grabbing Rarity by the tail and galloping off with her to parts unknown.

"Pinkie Pie, now really!" Applejack and Dash could hear the unicorn's protests as the pair made off in hot pursuit of the galloping pink pony, Fluttershy following just behind. Soon enough all four found themselves outside of the Ponyville Library, Pinkie finally letting go of Rarity tail, the unicorn crashing unceremoniously to the ground, momentum no longer aiding her defiance of gravity.

"Er...Pinkie, don't mean to question ya, but nothin' seems wrong," Applejack said, earning a glare from Rarity as the unicorn waggled her poor, mangled tail, "Nothing worthy of a doozy at least."

"It seems...quiet," Fluttershy whispered, eying the tree as though a hydra or an ursa were about to rip from its roots.

"A bit too quiet..." Dash muttered darkly, flapping idly as she crossed her hooves over her chest, "Well, I'm bored."

"Give it time..." Pinkie urged, leaning towards the tree on the tips of her hooves.

Just before it seemed the pink pony was about to fall forward a sudden and familiar cry rang out from inside the tree and before anypony could enter to investigate a familiar purple figure burst out of the upstairs windows in a flash of purple light.

"Twilight!" All five of the ponies shouted in unison as their friend hit the dirt road hard just behind them. For a moment the unicorn didn't stir, her eyes still closed and her face remarkably serene for having belly-flopped a good twenty feet into bare dirt.

"Twilight, Twilight! Are you okay?" A voice broke the silence that had grown as Spike rushed between the five awe-struck ponies to check on the purple unicorn.

"Is she?" Dash echoed as the baby dragon placed a clawed hand to the unicorn's neck.

"Sh—she's got a pulse and she's breathing...Twilight?"

"Well, what the hay happened? She was sound asleep when we left."

"Uh...I don't know. She was asleep and then her horn started glowing and then she just launched right out the window...It was weird," The dragon rambled, staring down at the still slumbering unicorn as Fluttershy drew closer, trying to inspect for any damage.

"I don't think she has any broken bones or anything..." Fluttershy murmured, finding herself with a knot growing in her throat as she ran her hooves over the unicorn's body, trying to feel for any telltale signs of interior damage. "We should probably get her to Nur—"

The pegasus wasn't able to finish as Twilight's horn lit up once more, her body seeming to hover as it was pulled by the wayward horn. Fluttershy stood back, terrified for a moment as Spike grabbed onto the unicorn's tail, trying to pull her in the opposite direction.

"A little help, guys!" the little dragon cried as, even with his claws digging furrows in the street, he couldn't stop the unicorn's momentum.

"C'mon, girls, pile on," Applejack took the lead, tackling Twilight to the ground. The unicorn halted a moment, but the victory was temporary. The glow of the horn increasing, the unconscious unicorn began to move faster as Dash and Pinkie joined the pile atop the work pony, Fluttershy galloping up to grab the unicorn's tail, digging her hooves into the ground as she beat her wings furiously.

"I have an idea!" Rarity exclaimed from behind the group before taking off past them in a hard gallop, "Just keep her here, I'll be right back!"

"Rarity, consarnit! We need you here!" Applejack yelled after the fashionista as even with the combined weight and efforts of four ponies and one dragon, Twilight began lift up and move faster by the moment, heading—much to Fluttershy's dismay—straight towards the site of the unicorn's last loss of magical control.

"C'mon, Fluttershy, flap harder!" Dash implored, circling back from her spot on top of Pinkie to grasp at her fellow pegasi's waist, flapping her own wings fast enough to make a hummingbird on caffeine look slow.

"I'm trying," Fluttershy panted, not used to the strain as her hooves dug deep trenches in the street before she felt them suddenly freed from the dirt and her body flapping in the air as the unicorn's body short forward in burst of magic.

"What's the hay?" came the confused yells of various Ponyvillians as the sextet shot by, Twilight's glowing horn leading the charge through the market as various ponies dove for cover.

"Guys, I don't think this is working!" Applejack yelled back, Pinkie's tongue lolling out of her mouth as the wind whipped over them, a path a destruction and dazed ponies left behind them.

"Y'think?" Dash found herself in the uncomfortable position of being completely without control as she clutched at Fluttershy while the other pegasus bit down hard on the tail in her mouth.

"Guys?" came Spike's terror filled voice, the baby dragon having latched onto Fluttershy's tail after losing his grip on Twilight's.

"Yeah, Spike?" Pinkie asked, having thrown her hooves into the air in an instinctual sign of excitement as she sat atop the mobile unicorn's flank.

"I think we're gonna crash!" the dragon yelled, pointing forward at the town hall as it loomed in the distance.

"Well...that ain't good..." Applejack stated bluntly before grabbing the unicorn's ear with a hoof and shouting, "Twi, now might be a good time for you ta wake up!"

"Please wake up, please wake up, please wake up," Fluttershy repeated around the hair in her mouth as she screwed her eyes shut tight. A moment passed and she could hear Pinkie, Applejack, Dash and Spike begin to scream, the impact seeming to be upon them.

And then there was silence.

The wind that had been whipping through her wings disappeared and she felt herself hit the ground with a thud accompanied by three smaller and one rather large thud.

"What...what jus' happened?" Applejack cried out in confusion as she rolled off the now immobile unicorn, she reached up with a hoof and let out a sigh of relief as it found her favorite hat, "Did we hit it? We dead?"

"Dead? I should hope not after getting myself all sweaty."

"Rarity? That you?" the work pony could hardly believe her eyes as she spotted the white unicorn standing just to their side with a rather pleased look about her despite the dirt stains on her legs and her now thoroughly mangled coiffure.

"But what...how did you...did you just save us?" Dash stuttered as she got to her hooves, eyes threatening to roll out of her skull as she pressed a hoof to her forehead as if trying to force her brain back to its proper size.

"Hmm...I suppose I did save you," Rarity replied with a smile.

"Rarity? The how? If yeh don't mind."

"Oh, right. I saved you with that!" the prim unicorn replied with a flourish as she motioned to Twilight's now darkened horn. On it sat a rather intricately styled ring comprised of several dark gray rings twisted around one another, numerous sigils and symbols covering its surface.

"Ooo...it looks neat! What is it?" Pinkie chimed in, giving the ring a tentative prod of her hoof, a tiny spark of purple emitting from the ring.

"Calm down, dear, you'll chip a hoof at this rate," Rarity hushed her boisterous friend, the pink pony bouncing excitedly in front of the purple-maned, before continuing, "That, my good ponies, is an inhibitor ring."

"A what-now ring?"

"Oh Applejack, you really should have paid more attention in school," the work pony's face dropped into a grimace at the mention of school, Rarity's eyes widening slightly as well before she coughed awkwardly and continued, "Yes...so, an inhibitor ring is a practice device for adolescent unicorns. Something for us to overcome and practice with to improve both our power and control over our magic."

"So...you disabled Twilight's magic?" Fluttershy asked, curious as she examined the ring. Faintly she could see the telltale light of magic coursing through it.

"Well...not exactly. The ring only inhibits it to a degree," Rarity began, her face shifting from her former pride to something more akin to embarrassment, "I'm honestly surprised that it worked on a unicorn of Twilight's caliber. It was somewhat of a long shot in retrospect."

"Ye don't say..." Applejack raised an eyebrow at this admission before glancing towards the town hall a mere thirty yards away. "S'pose we got to jus' get lucky sometimes."

"Agreed," Rarity said as she circled towards Applejack, offering the work pony a helping hoof to her feet.

"Thank ye kindly," Applejack spoke softly as the unicorn helped her to her feet. Straightening her hat, she took a look around, the ponies from the market having kept their distance thus far, all of them seeming dumbfounded at best. "Think they'd be used to this sort of craziness by now."

"I know. I live here and I'm completely used to it!" Pinkie agreed, giving the work pony a side hug before bouncing back to Fluttershy as the pegasus looked over the still unconscious Twilight.

"Twilight?" Fluttershy whispered as she shook the unicorn gently, drawing out a soft groan before her eyes flickered open.

"Fluttershy?"

"Twilight, you're okay!" Spike exclaimed, bounding over Fluttershy to wrap himself around the unicorn's neck.

"Of course I...why am I lying in the dirt in front of Town Hall?"

"Maybe we should get you back home before we start talking about it."

"And what's on my horn?"

"Twi, we'll talk when we get you home. Don't make me use Fluttershy on you."

"Applejack!" Fluttershy gasped as the work pony simply chuckled, but the ploy worked as Twilight fell silent.

Letting Applejack pull her to her hooves, Twilight stood unsteadily for a moment before the septet began the walk back to the library, Applejack and Rarity flanking the purple unicorn somewhat uncomfortably before the slack-jawed stares of what seemed to be half of Ponyville.

"I swear, this town has just been getting stranger and stranger..."

~o~O~o~

_**Last Updated:**_

_**August 27th, 2011** _


	3. Arc 0: Potency, Part 3

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Potency**

**Part 3**

~o~O~o~

"So are you girls going to tell me exactly what—HURK!" Twilight found herself rendered suddenly speechless as Applejack gave the ropes one last tug. The farm pony's rear hooves pressed against the side of the unicorn's bed as, rope clenched in teeth, she pulled it the full length of her body. The purple unicorn wasn't going any place if Applejack had anything to say about it.

"Sorry, Twi, but I can't have you going off like that again," the work pony stated as she finished the final knot before dropping to the floor, the unicorn tilting her head up from the pillow as her face took on a reddish tinge.

"But I can barely breathe!" the unicorn gasped, eyes bugging out as Fluttershy grasped lightly at the ropes that bound her.

"Applejack, surely this is a bit extreme," Rarity chimed in as she looked over the tied-up unicorn, the fashionista's eyebrow raised as the farm pony simply snorted in response.

"You saw what happened, Rarity. Not that I don't trust your judgment," now it was Rarity's turn to snort derisively, "But like you said earlier, we jus' don't know how well that ring of yours'll hold up."

"Speaking of which, what's on my horn?" Twilight broke in as Fluttershy tugged the coil of rope down the unicorn's body a bit so that it would rest on her stomach rather than her lungs, the unicorn's hooves still free to point at the ring.

"It's an inhibitor ring, I'm surprised you didn't know immediately..."

"Oh...and why do I need an inhibitor ring?"

"You lost control of your magic again..." Fluttershy muttered softly as she looped a few bits of thin, soft fabric through the ropes so that they wouldn't dig into the unicorn's flesh so much.

"Yeah, you dragged us through most of Ponyville. Almost right through the mayor's office too! You should have seen everypony...uh," Rainbow declared excitedly before her excitement was replaced by an embarrassment beneath the icy glares of her friends, "Er...sorry. A little bit of hoof in mouth, heh, heh..."

"Oh..." Twilight's face fell, her head flopping down onto the pillow as she stared straight up at the ceiling, "I was afraid you'd say that..."

"Don't worry Twi, we're all her for you... an'... an' we'll just..." Applejack stammered, glancing around the room for some hint of an idea before her eyes finally brightened, "We'll send a letter to the princess. If any pony'd know what's going on, it'd be Princess Celestia, right?"

"I...I guess you're right," Twilight replied, managing a small, wry smile as Spike dashed over to the bed from his place on the window sill, the little dragon just glad to finally be of some proper use.

"I'll go get you some water," Fluttershy murmured as Rarity levitated over the purple unicorn's quill and ink along with a small bundle of parchment.

"But what do I say to her? I can't control my magic and I don't know why?" Fluttershy could hear Twilight ask frustratedly as she descended the stairs.

"Well, perhaps not in those exact words..." Rarity chimed before the yellow pegasus found her focus shifting to the Library's kitchen, where a very bouncy Pinkie Pie and a surprisingly monochromatic Rainbow Dash resided, having both gone to prepare a late lunch.

"Rainbow? What happened?" The typically blue pegasus looked confused for a moment before glancing down at her flour coated body.

"Oh, Pinkie's teaching me how to bake!" the pegasus stated, puffing out her chest as she rolled out a bit of dough before grinning a bit sheepishly, "Annnnd a bag of flour might have gotten a little bit away from me."

"It was so cool how you dove all the way across the kitchen to catch it!" Pinkie chirped, the pink pony surprisingly clean given the state of the rest of the kitchen, "It was like one of those spy movies, except instead of a detonator it was a bag of flour!"

"Yeah, it was...kinda cool..." Dash smiled before looking over to the pink pony in confusion, "What's a detonator?"

"Y'know, for a bomb," Dash simply stared at the earth pony quizzically, "Those little round black things or, or the bundles of little red sticks that go BOOM!" At this last word, the pink pony appeared in between the flour-covered pegasus and her ball of dough, sending Dash crashing back to the floor.

"Well...don't let me stop you two," Fluttershy said, stepping carefully through the disaster area that was Twilight's kitchen before grabbing a tray and filling it with a few glasses of water.

"Pinkie, stop doing that!" Dash exclaimed from the floor, wings flapping limply in agitation.

"Doing what?"

"Th-that...whatever that is!"

"Bye, girls..." Fluttershy bid farewell as she exited the kitchen, tray balanced between her wings as the pair of bakers simply ignored her.

"Well, how can I stop it if you don't tell me what it is, Dashie?" Pinkie countered with a giggle.

"That thing you do with the appearing and the disappearing and, Celestia, I've got a migraine now..."

Fluttershy simply shook her head at the pair as she stepped up the stairs carefully, head twisted to the side so she could keep an eye on her cargo.

"—that will be enough?" she heard Twilight ask, a block of silence following before Fluttershy made it to the top of the stairs in time to see Spike gripping the newly drafted letter to the princess, "All right, Spike, send it."

"Can do," the little dragon replied and in a burst of green fire the letter disappeared into the air, off on its journey to Canterlot.

"So...now all we do is wait, I guess..." the purple unicorn muttered sullenly. The room was uncomfortably silent for a moment, the only sounds being those of the pair of ponies still arguing downstairs. As Fluttershy looked from pony to pony to dragon to pony, she saw the same look of helpless nervousness on each one's face.

"Maybe a distraction would help?" Fluttershy offered, shuffling the tray of water off her back and onto the unicorn's nightstand.

"Oh, that sounds like a splendid idea!" Rarity declared, clopping her hooves excitedly, "We could make it like our slumber party!"

"Jus' with a few less trees through the window, eh, Twi?" Applejack replied, giving Twilight a nudge with her elbow, drawing a smile out the sullen unicorn.

"I guess a few games could take my mind off all this... all our minds, really," the unicorn replied with a shrug, "I guess Spike can be my hooves for the time being."

"Yes, ma'am," Spike saluted, hopping up by the unicorn as Rarity began to levitate out several board games that had been stuffed beneath the guest bed.

"Let's see what we have here...checkers, chess, pony-opoly and Candyquestria?"

"Whoa!" Applejack yelled out as she was knocked aside by a sudden blur of pink.

"Ooh, ooh, ooh! I love Candyquestria!" the pink pony exclaimed, trotting excitedly in place.

"Pinkie, h-how do you always do that?"

"Always do what?"

"How do you always..." Rarity began before simply shaking her head, "Never mind, I choose to accept that you are, and always will be, Pinkie Pie."

"Well, duh! Who else would I be, silly filly," the party pony stated, drawing a laugh from the still fallen work horse.  
>"So, Pinkie, what exactly is Candyquestria?" Twilight asked, catching sight of soft blue glow before all light in the room suddenly disappeared as curtains were quickly closed. Everything was shrouded in darkness a moment before a lantern clicked on to reveal the pink pony with a rather serious look on her face.<p>

"Candyquestria, my little pony? Do you not know of, do you not recall the legends of this most legendary and mysterious of places?" Twilight opened her mouth, presumably to answer that no, she indeed did not know nor did she recall, but was quickly silenced as Pinkie continued, stalking about the room. "Do you not know of the grand adventures, the great sorrows and greater triumphs to be hand in this land, this most fabled land of Candyquestria?"

"Um, no?" Fluttershy admitted, having hidden behind Twilight's bed when the light had suddenly been blocked from the room.

"Then you also do not know of the mythical beasts that stalk these lands. The great treasures that lie in wait for an adventurer most cunning and brave. And it is this cunning and brave adventurer whom you shall be if you choose to accept this most epic of quests. A hero to all of ponykind large and small," as the party pony began to wrap up her speech, she strode on her hind legs to the side of Twilight's bed, the bound unicorn beginning to squirm beneath the ropes as Pinkie drew closer and closer.

"Uh, Pinkie?" Twilight squeaked out as Pinkie stopped just next to her, looking at her with a hard stare.

"You! Twilight Sparkle!" the pink pony declared, pointing a hoof directly at Twilight whilst striking an oddly heroic pose, "Do you, Twilight Sparkle, choose to accept this role as hero for all of Candyquestria?" Pinkie demanded before falling silent, hoof nearly pressed to the unicorn's nose as Twilight felt herself going cross-eyed staring at it.

"Um...yes?" Immediately the curtains swung open, the room taking on its more natural warm glow as Pinkie, flashlight gone, dropped back to her hooves.

"Goody! There's also candy! That's why it's Candyquestria instead of just Equestria... or maybe that's because of copyright law..." the pink pony sat down on her haunches, pondering this a moment before bouncing right up again, "But still! There's candy!" She exclaimed, clopping her hooves together excitedly as she bounced side to side on her hind legs.

"Candyquestria it is," Rarity declared as the glow faded from her horn, earning a look of incredulity from Applejack as the work horse got to her hooves, "What? I told her I'd help her do her perform her introductions with style next time we played."

Applejack merely shook her head as Fluttershy crawled out from her hiding spot as Pinkie tossed open the box and began to furiously set up the game's many pieces in a blur of pink hooves.

"Now," Pinkie began as she finished her rapid set-up, a devious, almost sinister grin appearing on the party pony's face, "Let us begin..."

**~o~O~o~**

"Seriously, Pinkie, how do you keep doing that?" asked a very frustrated, but now much cleaner and colorful Rainbow Dash as she seemingly resisted a growing urge to toss the board out the window.

"Years of practice, Dashie me lassie," Pinkie replied with a nudge to the pegasi's ribs, drawing out a grimace as Dash begrudgingly moved her piece back a dozen or so spaces and out of the dungeon she had been making steady progress through.

"That's like, the fifth time, though... it's just not possible," Dash pouted as Pinkie maintained a sly, all knowing grin.

"In the lands of Candyquestria, Rainbow, all things are possible," the pink pony mused mysteriously as the rest of the ponies stared on with various levels of bemusement written on their faces.

While most of them had been at least fairly successful in their own campaigns versus Pinkie's oft-times diabolical dungeon mastery, the rainbow-maned pegasi's strategy of rush all comers had been a bit of a flop, resulting in her avatar moving backwards far more often than not.

"Rainbow, dear, you really should slow down and pace yourself," Rarity suggested, her own avatar having made it through to the third dungeon where much of the rest of the group resided, waiting for the impatient pegasus to finish the second.

"I'm a gonna have ta agree with Rare on that one, sugar-cube," Applejack smiled, taking a bit more pride than necessary in being out in front of her competition, "You're never gonna beat me at the rate you're goin'."

"Oh yeah, then I'll just have to go faster," Dash declared, eliciting a groan from Rarity as she rubbed a hoof on her forehead.

"That's exactly the wrong thing to do, Rainbow."

"Oh I'll show you all," the impatient pegasus replied, ignoring the white unicorn's audible groan as Twilight and Fluttershy both choked down a chuckle.

The game had been going on for quite a few hours now and the purple unicorn's spirit's seemed to have greatly improved in the company and antics of her friends in spite of the rope binding her down. They had broken only once for a late lunch that was surprisingly edible and even tasty considering the state Rainbow had been in when she brought it up to the rest. Since the lunch they had found themselves ensnared in the intricacies of Pinkie's Candyquestria, which the pink pony had taken to raising to the level of ancient Equestrian theater with bouts of dramatic monologuing. At the moment, with the sun beginning to set on Ponyville, the pink pony had taken to wearing a dark, flowing cloak and affected the persona of some devious dungeon master with a nigh impronouncible name.

"C'mon, Dash, make your move," Spike moaned as the cyan colored pegasus mulled over the board, the dice balanced precariously on her hoof as she did so.

"I'm going, I'm going. Don't rush me," she replied, ruby eyes focused intently on the board before her. She shook the dice lightly before juggling them with a hoof and rising dramatically onto her hind legs, eyes never leaving the board as she prepared her roll.

"Rainbow, stop trying to—BRAAAAAP!" a sudden and rather large belch drew all the pony's attention as a scroll materialized in a burst of green fire, the baby dragon having been knocked onto the floor with a thud by the force of it before another crash split their attentions.

"Aw, Rainbow, now the boards all messy," Pinkie pouted, the rainbow-maned pegasus now splayed across the board, having lost the dice and her balance due to the scroll's arrival.

"Heh..." she laughed nervously, before flapping into the air, many of the game's pieces coming with her only to fall back down in a series of soft tinks, "Um...new game?"

"Hold up there, Dash," Applejack waved a hoof dismissively as Spike grasped the scroll and climbed back up to Twilight's side, "We best be seein' what the princess has to say about this here situation."

"Spike, if you will," Rarity said with a flourish of her hoof as the five unbound ponies huddled around the little dragon, Twilight twisting towards the side of the bed so she could read the letter over her assistant's shoulder.

"Ahem. My dearest, most faithful student Twilight,

"I regret that I cannot come directly to you at the moment in your time of distress. As there is a diplomatic crisis in Canterlot, I have found my schedule to be dominated by the affairs of state despite my wish to help you personally. I have, however, passed along your rather detailed list of symptoms to my personal physicians.

"While they are uncertain of an exact cause, they came to the conclusion that your magic's unpredictability as of late may be a stress reaction compounded by your tendencies towards insomnia. I do hope that you are not upset with me as I may have taken the liberty of disclosing some of your old library habits to the doctor. I hope that I have not overstepped my bounds in doing so, but I know that you would certainly be honest about this particular quirk, given the situation.

"The doctors have concluded that with some rest and relaxation you should find yourself and your magic back in optimal shape. Given some of the details you've included in your letter, it seems you may have been hitting the Equestrian medical journals a bit hard lately. I suggest you take a good long break from your studies in books and simply enjoy yourself with your friends as much as possible.

"Time permitting, I would like to come for a visit as soon as it is feasible. I hope that when I arrive I shall find my dearest student healthy and in good spirits.

"Your loving teacher, Celestia

"P.S. If what you've said is true, perhaps you should take measures to keeping yourself stationary while unconscious. Common sense, you know."

"Common sense, indeed," Rarity quipped with a small smile as Twilight blushed a deep purple.

"Well, if'n those doctors say so, I s'pose we just ought to get you a whole lot o' bed rest, Twilight," Applejack confirmed before looking around at the group of ponies assembled, "Maybe we really should have a slumber party or somethin' tonight, keep you from goin' stir crazy an' all."

"Ooh, ooh, a slumber party! I love parties!" Pinkie chirped, looking rather ridiculous as the once grim dungeon master hopped about like a filly on one too many cupcakes in her dark flowing robes, "I don't think I've ever had a slumber party...isn't it hard to party while you slumber?"

"I dun think most would be gettin' any slumber with you around, Pinkie," Applejack joked, the pink pony's bouncing having shaken off most of her costume by now, "Maybe me an' Rarity'll take the lead on this."

"I think we should make plans first," Rarity stated, a worried look on her face, "Just so no pony wonders where we've gone. I've already closed the boutique for the day, but I think Sweetie Belle might worry if she drops by."

"Ooo... Gummy'll be wondering where his Mommy Pinkie is. I can't worry him," Pinkie said, bringing a sudden halt to her bouncing.

"I best tell Big Macintosh and Applebloom where I'm gonna be, too."

"Oh, and I haven't been to my cottage since this morning. I should at least have Angel Bunny watch over things while I'm here."

"All right so we'll all go make our plans, then come back," Dash stated, brushing the last few bits of board game out of her hide.

"But, we can't leave Twilight here all alone," Fluttershy reminded them, Twilight's slowly falling face brightening back up at the suggestion, "I'll keep Twilight company while the rest of you make your plans, then I can go feed my animals and get all of them ready for night."

"Sounds like a plan."

"Let's git started then," Applejack said as the four ponies began to file down the stairs, "We'll be back afore you kin say Appaloosa, Twi."

"Thanks guys," Twilight smiled as they disappeared from view, the sound of a slamming door signaling their departure from the library after a few seconds. Fluttershy flew up to the window overlooking the front of the library and waved a hoof at the departing ponies, Spike joining the pegasus on the window sill.

"Twilight, are you okay?" Fluttershy asked as she turned around to find that the unicorn was pressed flat on the bed, staring at the ceiling without a shred of emotion on her face.

"Mostly, I guess..." the unicorn muttered as Fluttershy flew up to her bed, putting a worried hoof to Twilight's shoulder.

"Mostly?"

"Yeah...I mean," the unicorn closed her eyes for a moment, reopening to reveal a watery pair of lavender orbs, "I'm really happy you all are here and that you'll still be here, but..."

"But you're still scared?" Fluttershy offered as Spike leaned over the back of the bed, keeping silent as he cast a worried look at the unicorn.

"Yeah. I mean my talent is magic. My element is magic. I've practically lived, eaten and breathed magic since the Princess took me on as her personal protégé..." Twilight trailed off as she blinked a tear out of her eyes, Fluttershy moved to the bedside table to grab a towel that had been brought up with lunch. "Thanks, Fluttershy."

"Think nothing of it," the pegasus replied, giving the unicorn a soft smile as both fell silent, Fluttershy carefully wiping away the unicorn's tears.

"It's just..." the unicorn began, biting her lip as she tried to find the words, "It's just losing control like this. I want to understand it...I want to know what is going on. I don't like not knowing...not being able to prepare..."

"None of us do, Twilight. Nopony does, but it's one of those things every pony has to deal with sometimes, right?"

"I guess..." the unicorn muttered, unconvinced as Fluttershy bit her lip, mind racing for an example to soothe her friend's worries.

"Remember when you were researching Pinkie Pie?"  
>"Yeah, lot of good that did...still don't know what makes that pony tick," Twilight replied with a chuckle, her face brightening a moment at the memory.<p>

"I don't think any of us every really will, but that's not the point. Sometimes we don't have to understand things in order to be able to deal with them. If we did, I think Pinkie would have driven a lot of ponies to the asylum... probably in her Pinkie-copter," the yellow pegasus admitted, drawing a smile out of the unicorn.

"Give her time, I'm sure she'll manage," Twilight joked, "That or she'll throw a party so big the universe will have a second big bang."

"It'd be the most fun Armageddon anypony ever attended."

"Have you two been looking in my diary?"

"Aaahhh!" Twilight yelled out as a chaotic pink mane appeared just behind Spike, sending the baby dragon onto the bed as Fluttershy merely looked on with eyes seemingly too large for her head. "Don't do that."

"How did you know about the Ponygeddon?" Pinkie inquired, squinting her eyes as she leaned uncomfortably close to the unicorn's face.

"Ponygeddon?" Twilight laughed awkwardly, eyes whipping back and forth between the party pony and Fluttershy.

"So, you don't know?"

"Know about what?"

"I was hoping you'd say that," the pink pony stated, giving Twilight and Fluttershy one last stare before reverting to her normal happy-go-pinkie self, "It'll be the bestest, most awesomest surprise ever!"

"I'm sure it will be, Pinkie Pie," Fluttershy said as she and Twilight shared a sigh of relief as Pinkie bounced in place, eyes screwed shut as she presumably imagined the universe shattering awesomeness that would be the Pinkie Pie's Ponygeddon Party Palooza.

"Thanks, Fluttershy," Twilight whispered as the yellow pegasus began to leave for her cottage, prompted by the voices of more of their friends appearing downstairs.

"It was nothing, Twilight. Now, you just relax and we'll all be enjoying a nice, soothing slumber party in no time," with that the pegasus took off down the stairs, nodding to her returning friends before emerging into the dusk covered streets of Ponyville.

As she trotted down the streets, Fluttershy found herself chewing her lip nervously, going over the advice she had just given her friend. She wasn't sure if she really believed her own advice, but it seemed to have worked for the unicorn so they had to have been the right words. Shaking her head to rid herself of her worries, the pegasus took to the skies and flapped onwards towards her home.

_I hope it was the right advice... there might be plenty to be scared of... even if the doctors think __its just stress... _Fluttershy thought to herself as she glided on the last thermals of the day, watching as Luna's moon crept steadily into the sky. As the pegasus stared at the glowing white orb she couldn't help but feel a shiver course down her spine. Were her suspicions right? Were her feelings any more than just feelings? _Maybe it was just all in your head, Fluttershy... everything will be fine in the morning. You'll see._

_~o~O~o~_

By the time Fluttershy had fed and taken care of her animals, the day had been subsumed entirely by the night. The glow of the street lanterns shining in the distance were the only sign of Ponyville as the yellow pegasus prepared to leave her home in reliable paws.

"So, you'll remember to change Mr. Mouse's sling, won't you? And rebandage Roby's wing?" Fluttershy asked nerously as she adjusted her traveling bags, the little white rabbit to whom she had entrusted the cottage and its inhabitants to giving a sharp salute and a vigorous nod of his head.

Fluttershy knew the rabbit could be trusted, he ran a tight ship after all, lording over most of the animals with a, surprisingly comforting, iron paw. She gave the saluting rabbit one last loving nuzzle before flapping her wings and hovering just above him.

"Okay, Angel Bunny, now you take care of yourself," Fluttershy began, truning to leave before looking over her shoulder at the now retreating rabbit, "And I don't want to hear about any wild parties when I get back, mister."

The rabbit stopped dead in his tracks, turning to face the pegasus from just inside the pegasus. He stood on his hind legs, giving his caretaker an aptly angelic grin beforing sign her promise to be a good little bunny scout. If an angelic halo could have appeared above the rabbit's head, it probably would have as well.

"Alright, Angel, take care." With that the rabbit shut the door softly, but firmly as the pegasus took off towards Ponyville, swearing for a moment that she could hear music playing behind her in the distance. Perhaps the little rabbit would at least remember to clean up this time.

Smiling softly, the pegasus began to follow the lanterns that lined the streets of Ponyville towards Twilight's house, the library looming large in the distance.

"I hope I wasn't gone that long," Fluttershy murmured to herself as she realized that all the windows in the tree house had gone dark as were most of the windows in little town. As the pegasus made her final approach she landed just before the entrance way to find it ever so slightly ajar, the smell of burning grass reaching her nostrils.

_Did Rainbow cook dinner for everypony?_ Fluttershy wondered as she made her way into the library, striding carefully into the darkened innards of the tree.

"Hello?" the pegasus whispered into the darkness, her wings half-extended as her body sent signals coursing through her body, telling her to flee the dark and mysterious depths of the tree, "I—is anypony here?"

There was no answer as the pegasus made her way up the stairs.

"Rainbow Dash, did you burn something?" she asked in barely more than a whisper as she came to the second floor of the tree, not making it another step before her hoof hit something soft and warm.

"Mmm...five more minutes, Sweetie Belle..." came a familiar moan as the soft and warm something rolled away from Flutterhsy's hoof.

"Rarity?"

"Huh, whu?" came the less than dignified reply. A short cough later and the room was suddenly covered in a soft blue glow as the unicorn's horn flared into life, revealing her confused face, "Oh, Fluttershy. What happened? Why am I on the floor?"

The pegasus didn't reply as she surveyed the scene, all of her friends lay scattered around the bottom of the second story awkwardly with the exception of Applejack and Twilight. Ignoring the confused fashionista for a moment, Fluttershy lifted herself into the air and gasped at what she saw curcled up next to Twilight's bed.

"Applejack!" she cried out and shot to the earth pony's aid. Applejack shook terribly, a bit of smoke rising off her coat, glowing eerily as it was lit by Rarity's horn.

"Fl-fluttershy? Where's Twilight?" the work horse asked, trembling as her legs clutched at her chest.

"Where's..." Fluttershy let out a second gasp as she saw the empty bed, the ropes laying on the floor, their singed ends still smoking, "She's gone!"

"Twilight's gone?" Rarity cried out before scrambling to her hooves and up to Twilight's bed, "Where could she have gone?"

"She w-went for the stairs...the bunch of you j-just kinda dropped when she went by...I-I tried to tackle 'er but she had this weird glow about her..." Applejack explained through clenched teeth as she tried to get to her hooves, Fluttershy acting as a brace for the injured work horse.

"Applejack, what happened to you?"

"S-same as yer hoof I r-reckon," she replied, tipping over and slumping down against the bed to reveal a long burn running along the entirety of her underside, "I-I think it's mostly just the shock of it."

"I-I'll go see if I can find some bandages," Rarity asked, her complexion having taken on a rather green hue.

"I should have some in my bag," the pegasus stated bluntly as she shimmied her saddlebags to the floor, "Rarity, can you help?"

"I...yes, of course, dear," the unicorn seemed less than sure of the statement, but she held her ground as Fluttershy dumped out her supplies.

"Whuh—we can't waste no time, girls...we gotta go after Twilight. Somethin's got into her...an' I think it's somepony or somethin'," Applejack pleaded as Fluttershy began to set cool wet cloth over the wounds, sending shivers through the work pony.

"I know, Applejack, but we've got to get you ready to first..." Fluttershy trailed off as she noticed the smell of burnt wood amidst the scent of branded flesh that threatened to overwhelm the pegasus. Glancing down she could see a distinct line of hoof prints, glowing a soft blue in the glow of Rarity's horn. The unicorn glanced down, following the pegasi's gaze.

"It seems Twilight's left us a path to follow at least," the unicorn stated before moving to follow the trail, pausing a moment to relight the bedside lantern with her magic before trotting down the stairs.

"G-good...now we just got to git following it," Applejack stated as she tried to roll to all fours only to have a yellow hoof pin her in place with a surprising amount of strength.

"We'll get you bandaged up first, then we wake up our friends, then we all go after Twilight," Fluttershy commanded, the work pony tensing before relaxing fully beneath her hoof.

"If it's any consolation, it doesn't appear that she was in much of a hurry," Rarity murmured from the front window and from their vantage point, Applejack and Fluttershy could see the evenly spaced hoof prints disappearing into the dark of Ponyville, each pair spaced only perhaps a foot or so apart.

"Alright, get me fixed up so we can go figure this mess out," Applejack relented as Fluttershy began to wind bandages around the work pony's abdomen, her hooves working from muscle memory as her thoughts drifted to the wayward unicorn.

_In the morning, Twilight... Everything will be better... You'll see._

~o~O~o~

_**Last Updated:**_

_**September 6th, 2011** _


	4. Arc 0: Potency, Part 4

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Potency**

**Part 4**

~o~O~o~

"I still can't believe I got taken down by Twilight," Dash muttered darkly as the quintet of ponies made their way towards the outskirts of Ponyville, "That is just...so not cool."

"Rainbow, darling, I think we have bigger things to worry about at the moment, don't you think?" Rarity chimed in, keeping her head bent towards the ground as her horn glowed a steady blue, illuminating the tracks of burnt in hoof prints.

"'Sides, she didn't really take you down so much as put you to sleep," Applejack winced as she walked, her underside still tender as Pinkie acted as mobile crutch for the struggling work horse.

"Still...that so is not going in my bio," Dash stated flippantly as she flapped sullenly, floating just above the group as Rarity led the way, the very edge of Ponyville proper passing them by.

"You're thinkin' about a biography, Rainbow, right now?" Applejack asked, obviously exasperated by the rainbow-maned pegasi's consistent ramblings.

"Well, yeah, Twilight's the one who was gonna write it and she's the one who's missing, so of course I'm thinking of it," the pegasi's voice cracked slightly at the mention of the word missing. She was worried too, even if she had a bit of trouble finding the words.

"She's going to be okay, Dash," Fluttershy told the sulking Rainbow after ascending to her fellow pegasi's altitude.

"Hey, I'm not worried. She's got Rainbow Dash on the case. Everypony's gonna be good an' safe," she declared, all the sadness disappearing for her brief interlude of bravado before the pegasus descended to just in front of Applejack and Pinkie, "We'll be laughing about this by morning, right guys?"

"That's more like it, Dashie!" Pinkie chirped, but even the party pony found herself in a less than partying mood, her usually poofy hair seeming to have lost quite a bit of its bounce, even her coloration seemed a bit off, "We'll all be back in time for pancakes!"

"Yeah, this'll be fine. As long as we're all together..." Dash trailed off as her eyes darted ahead to the glowing tracks, "Well, almost all of us, anyways..."

The group fell silent as they made their way into the outskirts of Ponyville, the path now lined with shrubbery and trees rather than the buildings and fences of the town proper. Fluttershy found herself flapping along silently, staring up at the moon, the night air suddenly feeling rather cold around the yellow pegasi's body. She sighed, dropping her altitude until she was hovering just a few feet off the ground. Silently, she wondered if her hoof had healed enough for her to walk on it.

_I hope Spike won't be too worried,_ she found her thoughts turning to the slumbering dragon. He had thankfully been asleep through the whole ordeal, having fallen asleep long before Twilight had. Long before the purple unicorn found her magic once again tapped into and manipulated. Whatever sleep spell that was used, it had been a fairly strong one and had been especially effective on the already sleep deprived baby dragon. With no pony able to wake the deeply slumbering baby dragon, they had left a note next to him on the bed instructing him to send a pre-written letter detailing the most recent happenings to the princess as soon as he awoke.

Fluttershy meeped as she ended up biting her tongue, her thoughts turning to images of Spike waking to find himself alone, worried and scared.

_Hopefully we'll be back before you're even up, Spike._

"Fluttershy, you okay?" the yellow pegasus found herself letting out a second meep, dropping involuntarily to her hooves as a rainbow-colored mane suddenly filled her vision.

"You tryin' ta scare her half to death or somethin', Dash," Applejack reproached the pegasus as she and Pinkie passed the pair.

"She'll be fine," Dash retorted, helping her fellow pegasus to her hooves, wrapping a comforting wing over her, "You're fine right?"

"Y-yeah..." Fluttershy stammered for a moment, her hoof still tender as she began to limp steadily forward, "I'm just worried about Spike...he'll be so lonely when he wakes up..."

"Nah, we'll grab Twi and be back in time for breakfast. I'll even cook!" Dash exclaimed, drawing a smile from the yellow pegasus.

"Think so?"

"Yeah, this'll be easy as pie!"

"Easy as lemon meringue pie?"

"Um, sure, Pinkie Pie," Dash answered, going cross-eyed a moment at the interruption before she blinked them straight, "Anyways, we just got to be cool an' confident."

"Words to live by, Rainbow," Rarity chirped from up ahead, a smirk apparent even in just her voice, "You should consider them as a title for your..."

A quiet gasp brought the group to a halt, Rarity's horn going dark for a moment as they all stared at where the trail had led them. Before them lay the Everfree Forest, that much was certain and perfectly benign, but it was not merely that fact that brought everypony to a sudden and complete halt. They found themselves at a very specific entrance to the fabled forest, one that they had used before. One they had used as a group, a full group, just under a year prior.

"Well, that's more than a little forebodin', ain't it?" Applejack muttered as she pushed off of Pinkie, trying to stand under her own power, a permanent grimace etched on her face.

"You remember, too?"

"This is the path that leads to the castle isn't it? The Castle of the Royal Pony Sisters?"

"Ooh...that's kinda spooky..." Pinkie cringed uncharacteristically, seeming to physically shrink as her mane seemed dangerously close to going flat, drawing a look of concern from her fellow earth pony.

"C'mon, Pinks, whatever happened to all yer singin' 'bout gigglin' at them ghosties an' all? Everfree never scared you none before," Applejack remarked, her attempt at a comforting smile twisting as she tried to put a hoof on a now lightly shivering Pinkie Pie.

"Yeah...but that ghosty was a just a nasty, meany snoot... I don't like this new one..." Pinkie declared in an oddly quiet voice before out of no where Rainbow Dash drew up in front of her, hooves looping under the pink pony's fore legs.

"Pinkie, will you snap out of it?" the rainbow-maned pegasus growled, grabbing the pink pony into the air and shaking her violently.

"Whoa, Dash, ain't that a lil' much?"

"Snap out of it!" Dash demanded, giving the earth pony one last good, hard shake before letting her back down onto her own hooves.

"Pinkie?" Fluttershy murmured as Pinkie just stood there for a moment, swaying back and forth slightly as her eyes danced circles in their sockets.

"Brrrreeeee!" a tremor went from the very tip of the pink pony's nose to the last hair in her tail as she seemingly shook something from her. Her mane and tail puffed out in an almost comedic manner the moment she stopped shaking, "Whew! Don't know what got into me there. I was all sad and depressy for a minute, then Dashie shook me and, poof! All better! Ooh! Do you think there'll be candy apples this time?"

"There's the Pinkie Pie I know," Dash laughed as the pink pony began to trot excitedly in place, Fluttershy and Applejack sharing a sidelong glance at the party pony's seemingly remarkable recovery, the work pony only able to give a half-hearted shrug of her shoulders in response. It was Pinkie Pie. No pony knew just what made her tick.

"What're we waiting for, then? Let's get those rears in gear!" Pinkie declared before she sidled up a nearby tree, clutching it with her hind legs as she thrust a fore hoof dramatically towards the once foreboding forest, "We must confound Jerry at every turn! Onwards, to adventure, me ponies!"

~o~O~o~

Considering their prior journey to the ancient castle of the Royal Pony Sisters, the walk through the Everfree Forest was an eerily quiet and uneventful one. Even the forest seemed brighter and more welcoming beneath the bright light of the full moon. The paths seemed wider and the forest less claustrophobic. It felt more akin to leisurely stroll through the White-Tail Woods than a dangerous sojourn into the unknowns of the Everfree Wilds.

The worst of it was the smell of scorched earth and wood where the seemingly possessed unicorn had gone through. The smell invaded their noses and hung thick in the air, but still, they were almost thankful for the uneventful journey. Even then, the scents of flowers and plant life mitigated the acrid scent to a degree.

"It's so... quiet..." Fluttershy murmured as she carefully ducked beneath a low hanging branch, tendrils of smoke flowing from its scorched surface.

"I know... could hardly make it a step last time without somethin' or other croppin' up and tryin' ta take us down..."

"It does seem rather... peaceful... but that's not such a bad thing, is it?"

"It's jus' sort of...unnervin', y'know?"

They had made down the cliffs without so much as a pebble tumbling by them. They had traveled through much of the rest of the forest without hearing even the hoot of an owl much less the roar of a manticore. The trees even seemed to be in a more friendly and less animated mood beneath the bright light of the moon.

They had just passed by the river, now calm without a rather flamboyant sea serpent stirring up its depths in a temper tantrum. The forest seemed to be thinning out as a deep fog began to roll in, casting a deep gray hue over everything. Soon enough they came to what had been their final challenge on the journey to the castle.

"Well, at least the bridge isn't collapsed this time," Applejack muttered as the group stared over the chasm at the crumbling castle.

"You're welcome," Rainbow chuckled before flying over the bridge, stopping midway over the gap before returning with a look of disappointment, "Actually, maybe don't thank me after all."

"What is it?"

"I think Twi burned through half the boards with her hooves," Dash replied as Rarity took a few tentative steps towards the bridge, the glow from her horn lighting the smoke that curled up from its wooden planks, "It might be sturdy enough if we go over it one by one really, really slowly, but it looks like it's about ready to collapse."

"Aw, horse-apples," the work pony threw her hat down in disgust, "Knew there'd have to be at least one curve ball. Too dang quiet."

"I could try and carry you guys over," Dash suggested as the earth pony plopped her now dusty stetson back on her head, kicking the dirt in frustration.

"Dash, don't take me the wrong way, but yer a lot quicker flier than you are strong," the rainbow-maned pegasus bristled a moment before letting out a sigh, "An' I'm not sure Fluttershy's healthy enough to be able ta help you with all of us."

"Then what's your idea?"

"Jus' gimme a minute, I'm thinkin'..." the work pony said as she began to stride back and forth in front of the lightly smoldering bridge, glancing across the chasm before turning to look about their side of it.

"Maybe I should go scout ahead?"

"Safety in numbers, darling," Rarity muttered sadly as she stared over the gap at the castle, "Whatever has gotten into our dear Twilight is obviously not friendly judging by what it has done so far. We simply cannot have anypony getting hurt while we are separated, can we?"

"I guess not," the pegasus replied before plopping down onto the ground, propping her head up on an elbow as she glared daggers at the faulty crossing.

"What if we—" a sudden tremor cut off the pink pony's speech as she bobbled and vibrated over the ground for a solid five seconds before coming to a stop, bug-eyed and dizzy, "Ooh... now that was a doozy."

"What abou—" Dash began before a loud crackle filled the air as the night sky was lit by a familiar purple glow, "Aw...horsesapples."

"We have to get over there now, Appleja—" a loud crack silenced the purple-haired unicorn as she turned to find the work pony with a grimace on her face and her back to a tree.

"Less talkin'. More buckin'," she stated through gritted teeth as she prepared her hindquarters for another buck of the old tree again.

"What are you...oh," Rarity's eyes lit up with realization as she saw the lean of the tree. It looked to be just long enough as well, "Pinkie, help Applejack. Rainbow, Fluttershy, see if you can push it from the top. I have an idea."

"Okie dokey loki!" the pink pony agreed as she bounced to Applejack's side, beginning to buck in tandem with the work pony. Fluttershy and Rainbow flew up to the top of the tree, pressing it towards the gap, feeling it bow just slightly beneath their hooves. Meanwhile, Rarity's horn glow softly. The bright blue glow of her magical influence came to encompass the entire length of the tree. The air became filled with the snaps of branches and twigs as they were cleanly sliced and discarded by the unicorn's magic, falling like snow flakes into the foggy chasm before she turned her attention to the now bare tree.

"I think it's... gonna give," Applejack yelled out through a battery of pants and wheezes as below, Fluttershy able to hear the telltale cracking of wood that signaled the end of the tree's defiance.

With a final tandem buck and loud crack, the base split, leaving the pair of pegasi feeling the tree fall from their grasp as Applejack stumbled backwards after her next buck collided with only empty air.

"Oh dear, I didn't think this through quite all the way," Rarity groaned as the entirety of the tree, now glowing a bright blue with her magic, came crashing down towards the gap.

"Rarity, the hay you..." Rarity could hear the work pony, but couldn't respond as she felt herself dragged harshly by her magic towards the gap. The tree was not falling straight enough and it was looking to take the unicorn, panicking hooves and all, with it into the abyss.

"Oh dear, oh dear, oh dear," she gasped as she dug her well-manicured hooves into the dirt, the edge of the cliff coming up awfully quickly.

"Whoa there, girl," Rarity felt her momentum quickly halt as Applejack grabbed the purple tail and pulled. Sweat beaded on the unicorn's forehead as she guided the tree into place, its weight continuing to pull her forward as the work pony pulled her the other way, Pinkie, Dash and Fluttershy having each grabbed a hold of Applejack.

With a solid thunk, the tree settled into place, creating a makeshift bridge next to now impassable one. Rarity released her grip on the tree and felt herself yanked immediately back onto a less than soft pile of ponies.

"Yew...all right, Rare?" Applejack asked in between gasps of air.

"Well, I do believe my tail's seen better days," the fashionista giggled as she waved the mangled appendage idly before her, "But otherwise I seem to be in one piece."

"Figures you'd focus on somethin' like that..." Applejack said with a grin as she pushed the unicorn gently off her and onto to her hooves. As the work pony stood as well, they simply let the silence be a moment, the rest of the ponies resigned to the ground for the moment.

"Thank you, Applejack," Rarity said, giving her friend a tired smile.

"No thanks required, Rare, s'what friends are s'posed to do," Applejack replied simply.

"Aww... that was nice," Pinkie murmured as she lay on the ground, head resting on her hooves as she watched the pair, both ponies rolling their eyes at the pink pony.

"Pinkie, can you get off me already?" Rainbow inquired, annoyed at the pair of hind legs keeping her pinned to the dirt, Fluttershy letting out a soft giggle as she squirmed out from under the party pony's midsection.

As the rest of the group got to their hooves, Applejack trotted over to the makeshift bridge, giving it a tentative nudge. She tried to haul herself onto the log, but found the pain too much as she made a few fruitless attempts.

"Applejack!" Rarity cried out as she followed the work pony with her eyes, trotting quickly to her side, "You're bleeding."

"Oh...would you look at that," the work pony muttered as she looked down to find that her bandages were stained with several bands of deep crimson across her abdomen, "Don't s'pose apple buckin' and scabs are a good mix."

"We've got to get those treated, Applejack."

"Nah, don't have the time. I'll feel it in the morning, but we've got to keep moving," the work pony dismissed, jabbing a hoof skyward towards the unnatural purple glow that now covered the sky above the old castle. In the distance they could see the throne room lit up with a similar, but much brighter glow, "Might not be a morning if we don't keep going..."

"What do you mean?" the unicorn inquired, head lowered as she found herself gasping for air as the adrenaline faded from her system. She had never utilized her telekinesis to such a degree before and certainly not on something so large.

"Just a feeling, Rarity, just a real bad feeling," was her only reply as she hefted herself onto the tree, now sure of its stability. Slowly, the group began to make its way over the makeshift bridge and towards the ominously glowing of the ruins.

~o~O~o~

"This glow is kinda pretty if you really look at it," Pinkie chirped as she helped Applejack through the winding staircase.

"Pretty creepy if you ask me," Rarity muttered in response as she and Fluttershy leaned against one another for mutual support, Dash having taken on point duties with the finish in sight.

"It's still really quiet. But I guess we're not all yelling for Twilight this time..." the cyan pegasus called back over her shoulder as she flapped carefully through the winding hall, keeping herself just below the ceiling's numerous arches.

"You could hear them when we were running through here..." Fluttershy whispered, cringing at the memory of the dark mare's wicked laughter before shaking her head to rid herself of it.

"Yeah, she was all 'The night will last forever!'" the pink pony began, lowering her head as she attempted to affect the tone Nightmare Moon had used a year ago, "And then Twilight was all 'the elements of Harmony are right here,'" her head popped up once again, the shift leaving Applejack grimacing, "And then black snooty was all scared and we all started glowing and those little rock things started floating around us, and we shot out a big, ginormous, spectacular double-helix rainbow beam and everything got really loud and then really quiet, and and—" the party pony stuttered momentarily before she found herself halted as a familiar hoof planted itself squarely in her maw. She proceeded to mumble confusedly around it before falling silent with a blush, blue eyes meeting the work pony's grimace.

"We were all there, sugar-cube, don' need ta remind us," Applejack smiled before removing her hoof, wincing as she fell back to all fours, "Especially if'n we have ta do something like that again."

"You don't think Nightmare Moon is back, do you?" Rarity asked as the group slowly began to limp up the stairs once more, Rainbow Dash looking down at them with a look of obvious impatience.

"I don't think so...but something about all this don't sit right. Everythin's too familiar..." Applejack grimaced as they could feel an unnatural breeze washing over them, the top of the stairs seemingly just around the next bend, "Besides the obvious with Twi's magic goin' all, er, screwy."

"I think we're almost at the top," came the rainbow-maned pegasi' exclaimation before she zipped around the last curve, a gasp issuing forth from the top of the stairs, "Um...guys, we've got a problem."

"Oh my..." Rarity gasped off as the rest of the group caught up to the rainbow-maned pegasus, a scattering of gasps and murmurs escaping them at what they saw.

The ancient throne room was cast in a soft purple glow that seemed to bounce off every available surface, giving the entire place an otherworldly quality as tiny sparks of congealed magic hovered in the air like dust. There was an electricity in the air that seemed to tug and snap at the flesh. Fluttershy felt as though every part of her body was being pulled and pushed by some unseen force and, glancing over at Pinkie, she could see that she wasn't alone as the pink pony's mane had become a mohawk of sorts, every individual hair seeming to stand on end.

"Twilight?" Applejack almost whispered as they spotted their friends, unconscious at the back of the room, her horn glowing weakly as soft sparks of purple leapt from it into the air before fading into the soft ambiance.

"Be careful," Fluttershy said quietly as the work pony strode quickly towards her fallen friend, the rest of the group just behind. The unicorn's body was surrounded by scorch marks, only some of which seemed to be new, one could just make out the shadows of some older marks that had blurred and smudged over time.

"Twi?" Applejack repeated as she crouched down low to the purple unicorn, pressing a hoof gingerly against her before outright shaking the unicorn, "Twi? Can you hear me?"

"What was that?" Pinkie suddenly asked, her eyes having gone wide, her body seeming to twitch with a nervous energy as her eyes darted around the room.

"What was what?" Rarity asked before the answer came in a soft tremor that ran through the floor, the white unicorn finding herself struggling for balance, "What is that?"

"Dash, get over here an' help me!" Applejack demanded as she grabbed at the fallen unicorn's tail, the rainbow-maned pegasus joining her as they began to drag her away from the now shaking pedestal.

"Twitchy-tail, twitchy-tail!" Pinkie cried out and in a blur of pink she joined Applejack and Dash in yanking the still unconscious unicorn off the platform mere moments before a sizable chunk of ceiling came down right on the spot.

"Dash!" Fluttershy cried out as the collapsing stonework hit the ground with a thunderous crash, sending debris into the air, obscuring the scene from the pegasus.

"Are you all alright?" Rarity asked, coughing as the sudden shaking halted and the dust began to settle, revealing Applejack, Rainbow, Pinkie and Twilight in a twisted heap just in the now rubble covered platform.

"Nice goin', Pinkie," Applejack admitted with a huff, rising unsteadily to her hooves before attempting to wake the unicorn again, "C'mon, Twi."

"Mphlgrobchemp..." the unicorn muttered incoherently as she was shaken back and forth by the work pony.

"Well, at least we know ya ain't dead. Hey, Rainbow, help me get her on my back," the work pony requested, motioning to the pegasus as Dash rose to her own hooves, shaking bits of debris and dust from her wings.

"Applejack! You loco in your coco? You're injured!" Pinkie reproached the work pony, bumping her gently aside in a moment of earth-shattering lucidity. "Dashie, if you will," the pink pony stated with a very lady-like curtsy towards a now thoroughly bewildered Rainbow Dash.

"Probably fer the best, Dash," Applejack said with a slight groan before turning to look at Rarity who had gone slack-jawed and wide-eyed, "What, never expected ta see me delegate?"

"Not that..." the fashionista stated as the rest of the group followed her eyes to the pile of debris that littered the platform.

The glow that had once filled the entire room like a pack of purple fireflies was now converging on the pile of twisted stone. Individual chunks of stone began to collect and meld together as the fallen stonework began to flow like liquid under the influence of the wayward magic. Fluttershy found herself looking away to Twilight only to find that the purple unicorn was still unconscious and her horn was dark. As she looked back the pile of material had seemingly begun to shape itself by the influence of some unknown player.

"Ladies, p-perhaps we best be on our way," Rarity stammered as the entire group simply stared, unmoving, at the seemingly living mass of stone and glass.

The stones continued to knit themselves together, the pile rising higher and higher in room as it became a long, mostly cylindrical construct. Pieces of the floor were absorbed in its quest of growth, the liquid-like mass leaving gaps in it as it drew itself upwards.

"Um...why aren't we leaving?" Applejack said idly, still unable to look away from the growing monster before them, her hooves moving her backwards slowly.

"That's... big..." Dash said, looking over her shoulder as she pushed a rigid Pinkie Pie back towards the stairs, unconscious unicorn in still laying unawares on the pink pony's back.

"Ponies..." came a sudden echoing voice that brought everypony to a halt, "You little...insignificant ponies..." the stonework had seemingly solidified, the voice echoing from the statue of what appeared to be a rather large serpent of some kind.

"Wh-who's there?" Pinkie asked nervously, staring up into the snakes face just in time to see a pair of glowing eyes materialize in a burst of purple light, magic seeming to curl like smoke from it as the beast began to move.

"Oh, little ponies...do you not recognize me?" the snake hissed, no fully mobile as it drew up to its full twenty feet of height, silvery, metallic fangs glowing with the same purple light as magic dripped from its mouth with every word, "Do you not remember your victim?"

"Wh-what're you talkin' 'bout? I dun remember facin' no snake demon," Applejack stammered as the group backed towards the staircase. Fluttershy found herself rooted in place next to the stairs, quietly resisting the urge to flee as her friends drew back closer and closer towards escape.

"A pity. I did so hope that you would remember before I destroyed you all!" With that the snake sank low, its long tail whipping around the exterior of the throne room before crashing into the stairway arch just as Fluttershy dove away from it.

"Fluttershy!" Dash cried out as an explosion of dust obscured the yellow pegasus from view before the snake reared up again. As the dust cleared a very dazed Fluttershy stumbled to the ground in front of rainbow-maned pegasus, the world spinning around her. The yellow pegasus muttered incoherently as Dash rushed to her side and as the pegasus knelt by her friend she looked over shoulder, glaring at the snake as it seemed to smile.

"Oh, little Rainbow Dash. Feeling rather helpless are we?" the snake laughed as it goaded the pegasus on, a smirk on its stony features, every word dripping with spite, "Feeling powerless?"

"Oh, I'll show you helpless!" the pegasus yelled before launching herself at the snake.

"Rainbow, no!" Applejack yelled as Fluttershy shook her head clear just in time to see the cyan pegasus charging up at the monstrosity.

"Helpless this!" Dash called out as she turned and gave the snake the hardest buck of her life.

As Fluttershy watched, the cyan pegasus froze at the full extension, eyes going wide as a soft crack echoed throughout the room. Fluttershy could see a look of incredible pain show up on her friend's face. She had, after all, just tried to buck a solid stone wall with all her might.

"Ow, ow, ow, ow, ow, oh, Celestia, ow!" Rainbow cried out as she flew away from the snake in a twisting, inconsistent flight path, the serpent now looking upon her with a look of utter bemusement as a dark chuckle escaped it.

"Dash?" Twilight murmured, drawing Applejack's attention to the purple unicorn whose eyes fluttered slowly open.

"Twilight, you're awake!" Pinkie declared as she glanced over her shoulder at her now awake luggage.

"Applejack? What's going—SNAKE!" the unicorn yelled out, nearly back-flipping off of the pink pony's back as she saw the stone serpent. Twilight promptly found her hooves scrambling wildly away from the beast, eyes wide open at the sight of it.

"Twilight, get a hold of yourself dear!" Rarity said, catching the fleeing unicorn, Twilight's hooves still pressing for more room between her and the monster as her fellow unicorn held her.

"Yeah, we've got a mite of a problem here," Applejack muttered, eyes on the laughing stone serpent. It was laughing quite boisterously at this point, apparently charmed by the antics of the six ponies.

"Well, now that we're all together and awake. Perhaps it would be best if we end this while the night is still young," the snake began, teeth bared and glowing in the night, its silhouette casting a dark shadow over the five huddled ponies, Twilight's eyes shimmering with fear as the snake's glowing orbs met her own. Meanwhile, Dash continued to flap about haphazardly, cursing her herself out rather loudly as the snake merely snorted, "Now...which pony would like to be destroyed first?"

"Oooh, me! Me! I love getting firsties!" Pinkie suddenly yelled out, bouncing towards the snake without a shred of fear in her voice.

"Pinkie, are you crazy?" Twilight yelled out, having gone bug-eyed at the pink pony volunteering for destruction.

"That's what they tell me!" the pink pony answered cheerfully as she bounded straight to the base of the snake as it stared down in malevolent mirth.

"Well, since you're so eager," the snake hissed through a fanged smile, rearing up as the little pink pony simply stared up at her impending doom, a cheerful smile on her face.

"Pinkie, what the hay are you doing? Run!" Applejack yelled out, setting off the rest of the ponies, each urging the party pony to move, to run, to skip, to jog, to do anything but simply stand there.

"C'mon, Pinkie! Go!" Dash demanded, her pain having faded enough for her to hover, her wings flapping somewhat out of unison as she struggled to maintain her altitude as she watched the pink pony simply stand below the monster, blue eyes bright and full of mirth.

"Nah, I'm good," came the simple reply as the snake reared to its full height, its head scraping against the ceiling before it struck. With lightning precision, the snake maw came down on the party pony as her friends closed their eyes, unable to watch as the monster struck the ground with a thunderous crash.

"Pinkie?" came a sorrowful echo as Fluttershy whispered her friends name, the snake rising back from its strike, leaving a cloud of dust in its wake.

"Pinkie Pie?" Dash echoed as the dust cleared to reveal an empty crater where the pink pony had been.

"Now, who wishes to be next?" the snake inquired before letting loose a malevolent laugh before there came a sound, the serpent's glowing eyes going wide with surprise as its jaw snapped shut.

"Aww...silly snakey! I'm still first!" came the giggling voice, the snake twisting about to find the party pony quite alive and in one piece, resting on its back with a mirthful grin, "You shouldn't skip anypony, now should you? Isn't much of a party if everypony's arguing over who's first."

"What? But how did you?" the snake stammered as it flipped between the crater and the pink pony that bounced excitedly on its back, jaw hanging loosely before it collected itself, staring down at the source of her irritation with fiery eyes, "Never mind. Now, hold still."

"Well, that doesn't sound like much fun," the pink pony wondered aloud as the snake reared back once again before snapping down, "Can't party standing still!" the pony shouted as she skidded down the beast's back and out of danger, the beast crying out in pain as its fangs sunk its own rocky hide. Pulling back almost immediately with a growl, a burst of magic issued forth from the wound as it glared daggers at its bouncing prey.

Back by the now collapsed stairway door, Fluttershy and Applejack approached Twilight as the newly awakened unicorn clutched to Rarity's leg like a filly during her first thunder storm, the white unicorn simply ran a hoof through her friend's mane, trying in vain to soothe her as she would her own sister.

"C'mon, Twi, you got to get a hold o' yerself. You know all about magic creatures and the like, doncha?"

"Oh, Celestia, it's a giant snake, a giant snake, why did it have to be a giant snake?" the unicorn was panicked, her eyes screwing themselves shut tight as she trembled wildly.

"Twilight," Fluttershy whispered, giving the quaking unicorn a comforting nuzzle, "We just need you to get a hold of yourself right now so we can make everything better."

"O-okay, I'll try..." the unicorn replied, not releasing her hold on Rarity, but at the very least the tremors coursing through her body quieted and she opened her eyes. "W-where did it come from?"

"Near as we can tell, it came from you," the unicorn's eyes widened at this tidbit of information, "Or yer magic at least."

"Well, th-that might explain why it's a snake..." the unicorn mumbled before turning to stare up at the creature, Fluttershy following her eyes to the agile pink pony above.

Pinkie was bouncing around wildly, the snake maintaining a quick pursuit, but seemingly anytime it seemed within striking distance of the little pink mare, the pony would reappear somewhere else in a blur of dust and pink. The snake merely growled and hissed at its prey, its former eloquence lost in its growing frustration with the apparently time and space defying pony, the serpent's eyes glowing with a seething rage. The party pony seemed to have the battle well in hand, but it was obvious, even from a distance that even she had her limits and was fast approaching them. She had given up any quips she had been using on the monster in favor of focusing on her escapes, the serpent seeming to erode her speed advantage over time.

"Oh, Celestia, my hooves," Dash moaned as she collapsed onto her side, keeping her back hooves off the ground she pushed up her upper torso as she berated herself, "Why did I try that? Seriously, why? What the hay was I thinking?"

"Rainbow, are you—er...oh my..." Fluttershy stared in disbelief at her fellow pegasi's rear hooves in blatant disregard for a nurse pony bedside manner. She could see the cracks in the hooves, the flesh already swelling around the injury, giving her hind legs a rather purplish hue as blood collected beneath the flesh.

"Can still fly at least," Dash laughed in exasperation before turning her attention to Twilight, the unicorn deeply embroiled in her study of the creature as it dove and weaved around itself in pursuit of Pinkie Pie.

"I think I know what it is."

"Care to fill us in, dear?"

"It's a golem."

"It's a what now?" Applejack merely scratched her head in confusion.

"A golem. A magical creature created from the binding of magic in a normally inanimate object. In this case, the stonework of the castle," Twilight answered succinctly, releasing her hold on Rarity and rising to her feet, "But golems are usually mindless servents. They can't speak or even really think without a master."

"So we just need to find this master then?" Rarity queried, the worry on her face growing by the moment as she watched Pinkie skid down the serpent's back before doubling back as the snake twisted on itself.

"I think it's more complicated than that," Twilight replied, giving over an exasperated groan, "I think it's its own master."

"So we have ta attack it somehow?" Applejack muttered, "Any idea on how? I dun think brute force'll do..."

"Definitely not..." Dash mumbled as Fluttershy looped a bit of bandage around the cyan pegasi's hooves. They'd at least cushion them somewhat until she could get proper medical care.

"I... I think I know how to beat it, but I'll need time and focus. You'll have to distract it," the unicorn looked at her friends as she finished, eyes full of worry.

"I'm not sure how much we can give ya, but we'll try," Applejack stated with a tip of her hat before turning to face the serpent, "C'mon, ladies, we got ourselves a little pink pony in need of some back up."

"Hey, it looks like we've got a real party now!" the aforementioned pink pony yelled in a ragged voice as the snake readied itself for another shot at its prey, finding its attention drawn by the three additional ponies that had appeared in its peripheral vision. The creature hissed loudly as it turned to face the new threat, neglecting to notice Pinkie beginning to charge up its back.

"C'mon you overgrown grass snake! Free eats!" Applejack yelled up at the monster, grinning maniacally. The serpent grinned as it began to rear back to strike at the work pony, never hearing the clopping of hooves running up its spine.

"Don't forget about me, snakey!" Pinkie called out as she reached the snakes head, jamming her fore hoofs into its eye sockets in an attempt to blind the beast. The serpent roared in apparent agony for a moment before a burst of energy blasted her from it and the pink pony finding herself flipping through the air.

"Pinkie!" Dash cried out, lunging through the air at the earth pony, her catch sending the pair into the corner where they crashed in a heap of hoofs and wings.

"Uggh, don't let me do that again. It wasn't so fun..."

"Pinkie...you are so...random..." Dash gasped out as Pinkie simply grinned.

"Make out sessions later, girls!" Applejack yelled out, dodging the snakes tail as it came down hard on the floor, "Rarity, what are you waiting for? An invitation?"

A hoof immediately plugged the pink pony's mouth, a frown showing up on her normally happy features before Dash removed it.

"I don't even _have_ my bag, silly Dashie," the pink pony muttered darkly before bouncing to her hooves and subsequently collapsing face first into the floor, "Though I wish I had my socks..."

"That doesn't look good," Dash muttered, looking over the scorched ends of Pinkie's hooves before turning to look for somepony with a more medically valid opinion, "Fluttershy!"

"Dash?" the yellow pegasus looked over from her place by Twilight, the unicorn having slipped into what appeared to be a deep, meditative trance as the snake twisted and struck out at Applejack in the middle of the room.

"Pinkie needs some help and I've got to go help Applejack," Dash said quickly before zooming off as soon as the yellow pegasus made to move to Pinkie's side. "I'm coming, Applejack!"

"Hurry it up!" Applejack cried out as she scrambled over and through the serpent's coiled body, desperately trying to avoid snapping jaw. The work pony was simply in no condition to take the beast head on and had taken to using its own body against it, making the snake loop about itself.

"Hey, snakey! Why don't you pick on somepony that's up to speed!" Dash yelled out as she banked hard around the serpent's head, drawing an annoyed roar from the beast before it returned to its hunt for the work pony, "Hey, don't you ignore me!"

"Rarity, c'mon, do something!" Applejack yelled out as she skidded to a stop before the snake's glaring eyes, having been backed slowly into the corner of the room.

"I am!" the white unicorn finally answered, her horn glowing a blinding blue, "You best get ready!"

"Ready for what?" Applejack cried out in panic as the snake flitted its touch out at her, but suddenly the work pony found herself calm as she spotted a shimmering blue streak along the ceiling, "Um...mister snake monster, sir?"

The creature merely hissed in response, eyes dancing with magical energies as it glared at the little work pony, its flicking tongue nearly knocking the earth pony's stetson to the floor.

"Y'might wanna look up," as the snake glanced up, a large section of the roof came crashing down right onto its head as Applejack scrambled onto a section of the snake's coiled body. A blur of blue shot collided with the scabbling work pony just as the head impacted the floor, sending up a cloud of debris.

As the dust settled, the snake didn't move, its head covered in debris as Applejack laid, half-crouched on the safe side of the serpent's coil, Rainbow Dash nudging the earth pony to her feet before hovering herself just off her injured rear hooves.

"Are you okay, Applejack?" Rarity huffed as she helped the work pony over towards Twilight, the blue glow fading from her horn.

"Yeah...tha' must be one helluvan eye you got though," Applejack replied, motioning her head towards the now collapsed section of ceiling, "You find yerself a stress point or somethin'?"

"No, I'm afraid I couldn't find one actually," the unicorn chuckled, flushing with embarrassment as she explained, "So, I just kind of pulled really, really hard."

"Heheh, seems you've got a bit o' work horse in your dapper unicorn exterior after all," Applejack joked as she collapsed next to Twilight, the purple unicorn still deep in her trance.

"So it seems," Rarity admitted tiredly as she laid down next to the work pony, "I don't think I've used this much magic in a day since... well, I don't believe I've ever have used so much."

"Is it dead?" Dash murmured aloud as she flew over the top of it, not seeing any movement, but still unsatisfied.

"I sure hope so..."

"Do we...poke it with a stick or something?"

"I dun think we have a stick big enough, Rainbow."

"What do you think, Twilight?" Rarity asked, looking over to find the purple unicorn completely oblivious to the world, brow furrowed and eyes closed in a deep trance, "Um... Twilight?"

"Should we wake her up?"

"She's not asleep, Rainbow...she must be working on a spell," Rarity murmured as she studied the purple unicorn with a careful eye, "I don't know if we should wake her or not...it could set off the spell prematurely."

"Don't s'pose you happen to know what kind of spell it is."

"I dare say my magical knowledge is far more...rudimentary, than Twilight's. I haven't the faintest idea what she could be working on... and that makes me more than a tad nervous," the unicorn admitted, glancing around the ruined and now thoroughly destroyed throne room. It looked as though the room were more or less in a state of slow collapse and simply needed a push in the wrong direction before it would, "Considering all the magic we've had to deal today, one more mishap is the last thing any of us needs."

"Amen to that, sister," Applejack chuckled, enjoying the feeling of cold stone through her stained bandages, "Hey, Fluttershy. How's Pinkie doin'?"

"She should be just fine...same burns as the two of us. They'll be tender for a bit," Fluttershy muttered in response as she wound the last of the roll of bandage around the pink ponies toasted left hoof, the right hoof already well bound.

"I'll be back and partying in no time!" the pink pony exclaimed with a bright smile, "How about you, Dashie? How're your hoofsies?"

"Huh? Oh, yeah, in a minute," the pegasus mumbled distractedly in response, drawing ever closer to the fallen serpent.

"Rainbow, your bandages are loosening," Fluttershy stated as she finished her bandage job on the party pony who immediately half-trotted, half-limped over to the rest of the group before the yellow pegasus joined Rainbow Dash in the air, "You should be more careful around it, too."

"Hey, I am being careful, I'm not jabbing it in the eye or anything," the cyan pegasus retorted as she circled high above the stony body, "It's not even glowing anymore."

"Still...it makes me nervous..."

"Fluttershy, your own shadow makes you nervous."

"Hey, that's not...entirely accurate," Fluttershy stammered in response, drawing a chuckle out of her fellow pegasus.

"You did stand up to that dragon though. Have to give you props for that," Rainbow smiled at Fluttershy as the yellow pegasus rubbed her bandaged hoof idly.

"Only after you kicked him in the face...you really should have apologized you know."

"Hey, I wasn't the one polluted all the air in Equestria with his morning breath," the rainbow-maned pegasus said as she glided down onto the ground.

"It still wasn't very nice of..." Fluttershy words got stuck in her throat as her hoof began to throb and burn strangely.

"Nice, you want to talk about nice? That dragon was a jerk. Puffing smoke right in Twilight's face when she was just trying to explain things," Fluttershy's eyes grew large, her voice not responding to her brain's cries, "Popping Pinkie's balloons and...well, I can't really blame him for chasing away Rarity, but...whoa...you feel that."

"R-Rainbow?" Fluttershy mumbled out, the sound of rocks falling echoing in the distance as the pegasus hovered in place, the pain throbbing in her skull, drowning out all sound.

"What's goin' on?" Rainbow cried out as the floor beneath her shook violently,before she looked up at the yellow pegasus and the glowing purple eyes behind her, "Oh, horse-apples..."

"Fluttershy!" Applejack cried out, the three aware earth-bound ponies having just realized that their monster was not only alive, but mobile and angry.

"Rainbow..." Fluttershy groaned out softly, her wings flapping weakly, threatening to give out at any moment as her head throbbed painfully, her eyes tearing up from the pain as she felt a breath of arcane wind flow over her.

"Fluttershy!" the cyan pegasus cried out, launching herself into the air as Fluttershy turned towards the breath, eyes growing wide, staring at the fangs as they dripped with magic, the eyes of the beast always upon her.

She found that she couldn't look away, couldn't move, could do nothing but hover in place as the snake roared towards her. As the serpent's gaze broke with hers she found control too late, trying to sink down only to feel a soft blue body impact her own, sending the pair careening through the air.

"Rainbow?" Fluttershy dumbly before the pair hit the ground hard and both lay, immobile.

"I will not be cast away so easily! Not again!" the serpent roared, diving towards the immobile pair of pegasi. The creature's bulk impacted the stone hard and Fluttershy found herself momentarily weightless from the sheer power of it. She found herself in a world lacking gravity, tumbling limply as she saw Dash's mouth moving, a hoof reaching out for her.

And then there was the pain.

Excruciating pain.

The excruciating pain of magically charged fangs ripping through her body.

The searing heat scorching her flesh, flushing all thoughts from her mind but those of the pain.

She felt herself lifted high into the air. She saw a cyan blur slide down the glowing fangs to join the yellow blur her own body had become.

Her world was filled with pain and the demonic laughter of the beast.

Then there was a blinding purple flash of light.

Then there was nothing but silence and darkness.

~o~O~o~

Fluttershy awoke to a dull ache and blurred vision, the ground beneath her at an odd angle as she felt herself sliding. She struggled to lift her head, feeling a heavy weight pressing down on her. Rolling her head she could just make out a blue lump laying atop her. Beyond it she could see the corpse of the creature, the remnants of its head glowing a bright white as thunder crackled overhead. She could hear the faint echoes of voices.

Weakly the pegasus lifted her one free hoof and tried to stir the lump, but as she pressed her bandaged extremity to it she felt something cling to her hoof. Something wet and sticky.

"Rainbow?" she whispered weakly, staring at the crimson stained bandage, dripping with fresh blood.

There came a cry from the distance, a blur of purple dashing towards the pair as Fluttershy found her vision swimming. She could feel other ponies near her, a hoof on her back as the world seemed to tilt and sway unnaturally.

_No...don't lose consciousness, Fluttershy...don't go to sleep...got to stay awake..._ the yellow pegasus whispered quietly to herself as her head fell back to the floor. Her body felt so weak.

Her head throbbed, the pounding growing louder as she realized there was a voice talking to her. A voice promising that things were going to be okay.

_But things just aren't okay in the end._

~o~O~o~

**END ARC 0**

~o~O~o~

_**Last Updated:**_

_**September 6th, 2011** _


	5. Arc 1: Perturbation, Part 1

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 1**

~o~O~o~

_"—get her so she don't fall off again."_

_ "I'm trying, Applejack!"_

_ "Try faster, then! T'ain't lookin' so good."_

_ "…"_

_ "..."_

_ "There! That should hold."_

_ "Twi, now you jus' concentrate on that spell o'yers and we'll all get through this."_

_ "Okay...I can handle this..."_

_ "Yes, y'can, Twi."_

_ "How far do we have?"_

_ "A hard gallop...a good half-hour to go..."_

_ "We can't go that fast, Applejack."_

_ "We'll jus' have to make do..."_

_ "Twilight, can you last that long?"_

_ "She'll have ta."_

_ "..."_

_ "I will..." _

_ "..."_

_ "Sun's almost up... do you think Spikey's awake?"_

_ "..."_

_ "Ah dunno, Pinkie... hope he followed that letter if he is... we'll need... well, we need help..."_

_ "How's Dash looking?"_

_ "Not terribly well... Fluttershy's not much better... "_

_ "..."_

_ "Considering what happened, we should just be thankful that they're breathing..."_

_ "And we gonna keep them that way, Rare. We're gonna get through this. Right, Twi?"_

_ "Yes."_

_ "..."_

_ "Hey, what's that?"_

_ "What's what?"_

_ "That, over by the mountains."_

_ "Dunno... but it looks ta be moving... is that...?"_

_ "Spikey woke up!"_

_ "Looks like tha lil' dragon came through."_

_ "Rarity, can you signal her somehow?"_

_ "Working on it."_

_ "Twi, jus' keep doin' what yer doin'."_

_ "..."_

_ "Princess."_

_ "..."_

_ "What has my past come to..."_

~o~O~o~

It was overcast, but not rainy.

The sun's feeble attempts to burn away the clouds were seemingly thwarted by an unknown presence... or perhaps the lack of a certain presence as the world was cast in a grayish glow.

It was still early in the afternoon and, in the distance, the market was winding down from business for the day. Many of the shops would be preparing for the night shifts' arrival while others prepped for the afternoon and night rushes to come. School fillies and colts would be hurrying home from school, excited for the freedom that the last bell had brought.

In Ponyville, life went on as usual.

In a field just outside the town, for a small gathering of ponies, it would never be able to again.

~o~O~o~

The soft light of the occluded sun set a somber mood for the proceedings.

Five ponies stood beside a sealed wooden casket. It was prepared to be lowered into the warm earth at the mere flip of a lever, but none of the five was gifted with the courage nor the desire for the finality that it would bring.

Fluttershy found herself staring at the casket with trembling eyes. The plainly colored wood and immobility seeming to her the antithesis of the creature it housed. Plain and immobile. It's occupant having been anything but...

The yellow pegasus could feel something eating away at her thoughts as she found herself less and less able to look at the casket. She could see only a foul corruption of her former friend.

It's existence was almost incomprehensible, even despite its concrete presence before her. It was as inconceivable as it had been a week prior or a week prior to that. It was something that simply couldn't be... something that simply shouldn't have been.

To lower it... would be to admit to it. Admitting that the fiery and brash pegasus was gone. That everything that had been her was now just a memory.

Fluttershy found herself staring resolutely at the ground just before the casket, her head throbbing terribly as she spotted the jagged scar in her peripheral vision. It cut across her chest and abdomen, now just barely visible beneath new yellow fur. A shudder went through her as she remembered what had caused it, finding herself thoroughly unable to look at the other evidence of it before her. Instead, she shifted her gaze to the other ponies in the field with her.

A few feet away sat Pinkie... but not the Pinkie that Fluttershy was used to seeing...

There was no bounce in the pink pony. None of the usually endless energy and pep that she seemed to have in amounts that no other pony could even hope to comprehend. She sat quietly, body sagging as if it were on the verge of melting. Even her mane seemed to have lost the life they typically exuded, falling limply about her shoulders as her tail pooled on the grass. She wore a thin, black veil over her face, but still, the yellow pegasus could see the tears streaming down the earth pony's face. In her mouth, she clenched a single perversion of normalcy: a single black balloon that drifted languidly overhead.

A hoof on the pink pony's shoulder, Applejack stood by, staring at the casket quietly, her face nigh unreadable. Stone-faced, her hoof moved in a comforting circle between Pinkie's shoulder-blades, the pink pony giving off a light shudder as the work pony drew her closer.

Beyond the pair of earth ponies, Twilight stared at the casket, wide-eyed as a few stray tears leaked out of her trembling eyes. A small stack of note cards lay forgotten on the ground in front of her, the dewy field having claimed the bottom of the stack as the purple unicorn's tears wore at the words from the top.

Next to her, Rarity sat, an almost perfect facsimile of Applejack with a comforting hoof wrapped around her fellow unicorn. Her face was bereft of tears, but still, her blue eyes trembled with her restraint, her mouth moving with near silent whispers of comfort. Her tears would be shed later, privately. Now was the time to be stronger.

Glancing back to the casket, Fluttershy could feel her stomach quietly twisting itself into knots, her heart throbbing inside her throat.

She wanted to break down.

She wanted to cry and sob and curse...

But she didn't.

She couldn't.

As she drew a hoof away from her eye, she found it dry to the touch. Quietly, she wished for a rain storm to come, staring up into the stagnant clouds for a response.

It was overcast.

But not rainy.

Silently, the yellow pegasus slipped away from the group, away from the casket, trotting sullenly towards the hills that surrounded the quiet grasses. Soon enough she found herself under a tree, an enormous willow that overlooked the field. From there she could see the small gathering of ponies, but it looked so much smaller... so much farther away. So much more distant.

_This isn't how things are supposed to go..._ she thought quietly to herself, glancing up to the protective cover of the tree, its limbs drooping towards the ground as if in an attempt to comfort the pegasus.

With as much strength as she could muster, Fluttershy gave the tree a hard buck from her hind legs, her face contorted in frustration.

The tree hardly moved, the only sound being the quiet rustling of leaves in its upper branches as the yellow pegasus collapsed to the ground. Her hind hooves throbbed, momentarily distracting her as she felt the coolness of the earth begin to numb her.

For a moment she remained still, her eyes focused on the individual blades of grass in front of her. She watched as they twisted and bowed beneath a soft, cool breeze, a chill coursing through her spin.

Quietly, she wondered if she could just focus on the grass before her, would she have to think about anything else? She wondered, if she focused on just a single blade of grass, if she just focused on something so insignificant... she wondered if she could simply ignore everything that mattered.

"Fluttershy?" A soft voice broke the yellow pegasi's train of thought.

"Applejack..." Fluttershy mumbled in response, her eyes drifting up to meet the worried gaze of the work pony. Fluttershy could she the tell-tale signs in the orange pony's eyes: the dark circles, the redness, the slight snuffle in her voice...

"You doin' all right?" The question hung in the air. The answer obvious, yet steeped in relativities. It was silly question, but more than that it was an empty question.

"No..."

"You want to talk? Might help..."

"No..."

Nothing was said for a moment as Fluttershy returned her gaze to a single stalk of grass. She could hear Applejack come closer before she felt something warm next to her, the work pony having laid down beside the pegasus. Fluttershy looked over at her friend a moment to find the orange pony with an oddly serene look about her.

Applejack's eyes were closed, the breeze coursed through her mane, her trademark stetson having been left elsewhere for the day. She looked like a creature that was thinking of nothing, but considering everything at the same time, her mouth curled into a nearly imperceptible smile as she took in a deep breath of air.

"It was my fault..." Fluttershy mumbled out as she lowered her gaze once more, breaking the quiet of the breeze.

"Nope," came the monosyllabic response.

"I froze... Rainbow had to grab me... I got her—"

"Not even another word, Fluttershy." The yellow pegasus found herself with a hoof to her mouth, not in malice or annoyance, but just there. "Nopony could look at all this and blame you."

"But—" Fluttershy began as the hoof was removed.

"Ain't no buts, Fluttershy. T'ain't nopony's fault 'cept fer that monster," Applejack interrupted, giving the pegasus a hard stare before her green eyes softened, the work pony glancing over at the three ponies still beside the casket, "That's goin' fer you an' Twilight too."

"It wasn't her fault... she wasn't in control of—"

"And you were?"

"Well... no..."

"Fluttershy?"

"Yes?"

"What's really botherin' you?

"I..." The words stuck in her throat the moment she tried to vocalize them. She stared into the work pony's eyes. Fluttershy could see herself mirrored in them.

"Something else _is_ bothering you... ain't it?"

Fluttershy didn't answer for a moment. She simply closed her eyes, trying to capture that moment of serenity that Applejack had moments before, but all she felt was a cold breeze. Opening her eyes once more, she rubbed at them, trying to rid them of the soreness she felt. As she removed her hoof she glared at it as one might a traitor of the state.

"Why can't I cry?"

"What d'ye mean?"

"Why can't I cry?" the pegasus simply repeated, looking to the orange pony with bloodshot, but perfectly clear eyes, "I cry when one of my animals dies... I cry when I'm scared... I've even cry when we go see a sad movie... why can't I cry for her?"

"I dunno, Fluttershy," Applejack admitted, looping a hoof around the now shuddering pegasi's shoulders, drawing her closer, "We all end up grievin' in our own way..."

"You'd think that would be mine..." Fluttershy muttered darkly, crossing her forehooves before resting her head atop them, staring down at the distant casket, vision blurring as her focus shifted between it and the stalks of grass before her.

"Maybe... maybe y'think Rainbow wouldn't want you cryin' for her... maybe you think she'd want us all smilin' and celebratin' her life."

"Maybe..."

"Jus' that it dun feels like a time fer smilin'... does it?"

"No..."

"Things get better, Fluttershy... it might be a long time afore they do... but they do."

Fluttershy didn't answer. She simply stared off into the distance, looking beyond the field before them as the shivers faded from her body.

_Maybe..._

~o~O~o~

The cottage was quiet when Fluttershy made it home that afternoon.

It seemed that most of the animals had moved on by then, their injuries and sicknesses healed before they went on their way. Most would be migrating or beginning their long winter hibernations soon. The cottage would become a lonely, quiet place.

_It's so quiet..._

Letting the door click shut behind her, Fluttershy began to slowly stalk to inside of the cottage, head bent as she went along.

Everything seemed oddly immaculate, not a single thing out of its place. Angel must have been busy during the day. The little rabbit was passed out in his bed beside the couch, legs twitching slightly as he slept deeply.

Fluttershy allowed herself a little smile as she bent down to give the bunny a light peck on the head before moving on from him.

_You're a good bunny, Angel..._

As she drew closer to her bookcase, however, her smile soon disappeared. Poking out from between somewhat organized stacks of books on plants, herbal remedies and animals, there was a large, canvas-bound portfolio, its woven cover worn and torn in several places. Most ponies would have dismissed it at first sight, the papers it contained yellowed and warped by the years.

To Fluttershy, it was a collection of memories. Memories hastily taken and haphazardly organized. Walking slowly and softly so that she wouldn't disturb her slumbering assistant, the pegasus gripped the book in her mouth, drawing it from the shelf. She bit down hard as she felt the papers within shift and threaten to slip from its grasp, taking it into the kitchen. Slipping it onto the table, she took a seat before the folio, the fading light of the sun casting yellow light over its well-worn contents.

_Maybe I should leave this for tomorrow,_ she argued silently, eying the book as one might eye a predator in the far distance, wary yet curious. _But... maybe it'll make me feel better... maybe Applejack was right..._

Tipping open the cover with a tentative hoof, Fluttershy slowly spread out the contents of the portfolio.

There were quite a few things in the portfolio. There were certificates she had earned from her school days in Cloudsdale, a scattering of hoof-paintings from her childhood as well as a few letters that remained sealed in their envelopes. Most of it, however, was made up of magazine and newspaper clippings.

One in particular caught the pegasi's eye.

_"Unexplained Phenomenon Near Cloudsdale,_" the article heading read, a picture of a bright ring of gray light taking up much of the page.

The sonic rainboom didn't quite work in the black and white of newsprint. Perhaps that was why it had remained an old mare's tale even after that day. The article speculated on many, but didn't commit to any explanations. The reasons ranged from natural phenomenon to the test of some sort of super weapon to Princess Celestia having a bit of fun at her subject's expense to the second coming of some long-forgotten harbinger of doom.

_I wonder if Dash ever read these,_ Fluttershy wondered silently, a sad little smile on her face as she silently giggled at the absurdity of some of the explanations, _She would have loved to see their faces at the best young flier's competition._

Her eyes slowly meandered the article as she thought back to that day at flight camp. She didn't think she'd ever felt such a wide range of emotions in single day, not before nor even after that day.

The embarrassment before those bullies...

The fear during her long fall to earth...

The joy when she discovered not only her talent... but her calling in life as well...

Fluttershy ran a hoof over the picture, tracing the arc of the rainboom with the tip as she thought back to that day. It wasn't the first time that she'd met Rainbow... but it was the first time they'd really talked to one another.

~o~O~o~

_ The afternoon had been subsumed by the soft darkness of early evening when the little filly heard the voice calling for her._

_ "Fluttershy?" the familiar voice cried out, sending a few of the animals that had been relaxing peacefully beside the yellow pegasus into a mad panic, "Hey, Flutters, you out here?"_

_ "Rainbow?"_

_ "Hey, Fluttershy!" the rainbow-maned filly appeared, wings flapping like a hummingbird as she coasted lazily around a tree, a beaming grin plastered on her face, "I was wondering where you'd gone."_

_ "I've been down here mostly..." the shy pegasus whispered, nudging the little rabbit that had pressed itself comfortably into her side. "Time to go, sweetie," she smiled at the rabbit as it took a few tentative hops towards the forest brush, disappearing with a nod from Fluttershy._

_ "Am I... uh, interrupting or something?" the rainbow-maned filly inquired as she landed, looking at the animals as they looked at her with glares. "These yours?"_

_ "Well, no... I mean sort of," Fluttershy stuttered for a moment, glancing around at the animals that stayed at a distance from the cyan pegasus, "She's not here to hurt anyone," the yellow pegasus stated, rising to her hooves before nudging Rainbow towards the scared pack of animals, "See?"_

_ "Uh... Hi?" Dash gulped slightly as the animals glared daggers at her._

_ "She could be your friend too."_

_ "Um... friend... right..." Dash laughed nervously as a surprising mass of woodland critters came out of the forest, from the brush, the trees, the sky, the water... seemingly from every conceivable direction they came to inspect the new pegasus in their midst. After a momentary inspection they seemed satisfied, but still they scattered back into the forest, a little bunny tapping out a goodbye with a hind leg before disappearing for good into the brush._

_ "Bye..." Fluttershy whispered as the last of them scattered into the growing dark, the forest falling into silence._

_ "Uh... sorry 'bout that, Fluttershy."_

_ "It's okay. I'll get to see them another time," the yellow filly muttered in response, pawing at the soil with an idle hoof before turning to her fellow pegasus, "So what are you doing down here?"_

_ "Well, I'm supposed to be your wingpony, right?"_

_ "That's just something the councilors made up. It doesn't really mean anything... you said so yourself."_

_ "Yeah... I did..." the cyan pegasus dug into the soil distractedly, staring at the furrow she was making before continuing, "I'm no good at this kinda stuff."_

_ "What kind?" Fluttershy asked with a genuine curiosity. It was the first time she'd see the brash pegasus struggling with her words. Usually Rainbow's words were out her mouth before even a second thought had the time to cross her mind. It got her in trouble more often that not._

_ "Y'know... like apologies and junk..."_

_ "Apologies?" Now Fluttershy was truly surprised by the sudden turn._

_ "Yeah, I haven't exactly been all that nice to you... but then I saw those jerks making fun of you and all..."_

_ "Yes?"_

_ "I dunno. I just didn't like it. I mean... I'm not like that, am I?"_

_ "Well... not really... I mean I don't think you are."_

_ "Aw, cripes... I haven't been much of a wingpony have I... I mean you can still hardly fly and I just ignore you half the time," the spiky-haired pegasus gave a frustrated yell as she delivered a hard buck to a nearby tree._

_ "It's not you're fault..."_

_ "But it is, Fluttershy, it really is. I don't see how it can't be," Rainbow stated morosely before grasping the yellow pegasi's shoulders with her forehooves, "But I'm gonna fix it."_

_ "Fix it?"_

_ "Yeah, we're gonna get you flying in no time flat!" The rainbow-maned pegasus said with a ferocious grin, "You ready to train?"_

_ "Uh... I don't know... I mean..."_

_ "I'm not hearing a yes."_

_ "Well, I mean it'd be lovely, but—"_

_ "Ain't any buts here 'sides all the flank I'm gonna have you kicking. You're gonna be my wingpony, Fluttershy, and it's past time we got you up to snuff." With that, Rainbow pulled the gangly yellow pegasus up into the air with her. Fluttershy was unsteady at first, blushing furiously as she tried to make sense of what had just happened, but as she looked at the pure determination on her friend's face she felt herself relaxing, the fluttering of her wings growing steadier, more relaxed and more natural._

_ It was the first of many such lessons as Rainbow worked to make good on her promises. It'd still be a good while before the yellow pegasus was fully comfortable in the air as she was on her hooves, but Dash held up her end and was there through almost all of flight school._

_And then one day, she was gone._

~o~O~o~

Looking up from the article, Fluttershy stared at the living room, the silence of it seemed so wrong. It seemed so large... _so empty..._

Shaking her head to clear away the unwanted thoughts, the pegasus returned to her piles of memories, flipping through to find a few more clippings. There were quite a few more involving the rainbow-maned pegasus. News of the Junior Speedsters exploits in the Equestrian Athletics Quarterly, including the naming of a certain spiky-haired filly as a pony to watch in future.

She even had a few clippings of the Wonderbolt's activities, mostly about tryouts and acquisitions by the flight team, but there had been no mention of her friend in these. As a filly, Fluttershy had always assumed Dash's place in the Wonderbolts was preordained by Celestia herself. The rainbow-maned filly had certainly done the job of convincing her of its inevitability...

_This isn't how you said it'd be..._

With a cry of frustration, Fluttershy brought her head down onto the table with an audible thunk that echoed through the kitchen.

She didn't want to think those things... she didn't want to think about the future... she didn't even want to think about the present... she wanted the past, undiluted by what had happened, still somewhere in her mind in pristine condition.

_Oh, Rainbow... I'm sorry..._ Fluttershy wanted the tears to come, but still, she found herself staring out at the moon as it hung high in the sky with perfect vision.

With a soft sigh, the yellow pegasus got to her hooves, pushing the pile of scraps back into the portfolio before closing it gently. Leaving it on the table, Fluttershy crept slowly into the living room. She looked from the stairs to the basket in which Angel slept, the rabbit's face scrunched up, nose sniffing at some smell only he could fathom.

With a soft smile, the yellow pegasus made up her mind, lifting herself up onto the couch next to the rabbit's bed. Tucking her legs under herself and curling her tail around protectively, Fluttershy found herself watching the little bunny slumber. She watched the slow rise and fall of the his chest, the intermittent twitch of a whisker or leg at some unknown fabrication of his dreams.

"G'night, Angel Bunny," she whispered as she closed her eyes, waiting for the peace of sleep to come.

~o~O~o~

_"C'mon, why don't you just fly away? Can't you fly?" the mocking calls fell upon the gangly yellow pegasus as she cringed beneath the verbal onslaught. Blue eyes staring through her feathers, she watched as the pair of young colts circled around her, laughing as she cowered on an isolated cloud._

_ "Afraid you're gonna fall? What kind of pegasus are you?" one of them asked her mockingly, drawing up close to the pegasus filly. She simply stayed quiet, tightening her wings around her, hoping in vain that they would simply disappear if she couldn't see them._

_ "C'mon... um... Klutzershy!"_

_ "Heh heh, Klutzershy..."_

_ "Yeah, I know, that was a good one, hunh?"_

_ "I think it could use some work," a familiar voice broke into the chatter between the bullies. The little filly could feel the cloud she was on sag slightly with the weight of an additional pony. "Maybe you should go work on it somewhere else."_

_ "Oh, yeah, and what're you gonna do about it, lady?" one of the bullies demanded defiantly before a sudden, high-pitched yelp filled the air._

_ "My hoof, your face... do you really want to see what I'll do about it, punk?" the familiar voice inquired in a sweetly no-nonsense tone._

_ "N-n-no, ma'am..." the bully stammered out before the little filly heard the mad scramble of panicked wings. After a moment or two, the telltale flapping of wings faded, leaving only the gentle sounds of the high-altitude breeze._

_ "Fluttershy? You okay?" the voice asked as the little yellow pegasus slowly retracted her wings, revealing the absence of the bullies and the presence of somepony new. A pegasus mare with soft gray fur and a red-brown mane peered down at her with worried auburn eyes._

_ "T-thanks, Mom..." the little pegasus squeaked out, tears streaming from her eyes as she immediately attached herself to the mare's leg._

_ "Hey... hey, everything's fine," the mare whispered, running a hoof through the filly's mane before sitting down and lifting the little pegasus into her arms, "Momma's lil' girl's gonna be just fine. Now ain't she?"_

_ "Yeah," the little pegasus answered with a soft giggle as her tears ran dry._

_ "Now, you remember what I taught you, right?"_

_ "Yes..." the filly muttered, looking down, shame-faced._

_ "You've just got to be more assertive, Fluttershy. Colts like that'll just keep on hounding you forever if you're not willing to stand up for yourself."_

_ "I know... It's just..."_

_ "I know, Fluttershy... you've got a lot of your daddy in you... but you've got me in you too," the mare spoke softly, giving the little filly a tight hug before shifting Fluttershy onto her back and flaring out her wings, "Now, how 'bout we get our hooves back on the ground. Flight Camp can wait another day right?"_

_ "Yay!" the little filly cried out happily as she clung to her mother's neck, burying her face into the auburn mane as she felt the wind whip by. Screwing her eyes shut, the filly found herself relaxing as the familiar scent of her mother's mane washed over her. She felt so safe... so secure... so happy..._

_As she opened her eyes again, however, she found herself gripping nothing. The scent of her former security fading away in the black void that surrounded her._

_ With a whimper, the little filly laid down, cringing before the all-encompassing dark._

~o~O~o~

_ "—w-wanna see her..."_

_ "Keep her down!"_

_ "Where is she...wanna see her..."_

_ "Where the hay is that sedative?"_

_ "Right here, doctor."_

_ "What are you waiting for? Administer it!"_

_ "Yes, ma'am."_

_ "W-wanna... wanna... where's... Flutter..."_

_ "Just calm down..."_

_ "Her eyes are o... that's not right..."_

_ "What isn't... oh, my..."_

_ "Nurse!"_

_ "Yes, doctor?"_

_ "Get me another sedative and some gauze."_

_ "..."_

_ "That is certainly not normal... Are you—Yes?"_

_ "..."_

_ "Yes, I know, but are you certain that is wise?"_

_ "..."_

_ "I'm not questioning your knowledge, but it could...well, it could kill her."_

_ "..."_

_ "Yes, ma'am... Nurse? Administer it."_

_ "Fl...fl..."_

_ "Calm down. It'll be okay... you're both in good hooves."_

_ "Fl—"_

~o~O~o~

Fluttershy awoke with a start, sliding off the couch and onto the thankfully soft rug below as her legs scrambled in a mad panic.

"Whuh...what?" she muttered dumbly in confusion as she lay on the floor, panting as she waited for her heart to stop beating so fast. She stared around to find that the sun was now down, the cottage bathed in a soft darkness as the thinnest rays of moonlight came in through the windows. Outside she could hear the faint chirps of crickets and the hoots of an owl in the distance. Then it came again.

A soft tapping noise as of somepony tapping at the cottage door.

For a moment, Fluttershy found herself paralyzed, unsure of whether the noises were real or the product of her still sleep-addled mind. She glanced over at Angel to find the rabbit still slumbering peacefully, her confusion deepening at his deep sleep. She looked away to stare at the cottage door. Unbroken moonlight shining through the front window, she waited for a sound, any sound.

Then it came again: a soft rapping at the door followed by a series of unintelligible words.

Rising slowly to her hooves, Fluttershy crept along the floor, wings locked tight to her sides as she trembled with a nervous fear.

"Fluerhy," the muffled voice called through door, Fluttershy's ears perking up at the sound of her name, her fears abated before being replaced by confusion.

"Who would be out here so late at night?" she whispered to the empty room as she drew herself up from her low crouch, walking slowly to the door.

"Fluttershy, are you there?" the voice called as Fluttershy pressed an ear against the door. It was a familiar voice, feminine, yet having a juvenile, boyish sort of quality to it. "Fluttershy? It's cold out here."

"Who's there?" Fluttershy barely choked out, her throat suddenly parched as she pressed an ear to door. An eye darted between the table and the couch as a part of her mind tried to determine which would be the better, quicker hiding place.

"It's me, Fluttershy. Can you let me in... it's really cold," the voice replied. That same familiar voice...

"O-okay..." the yellow pegasus stammered as she grasped the door, letting it swing open slowly before she let out a loud gasp.

There before her stood a cyan pegasus with a garish mane every color of the rainbow, an omnipresent smirk plastered on her face.

Immediately, Fluttershy slammed the door in the apparition's face and dove beneath the table.

"Ow..." a voice moaned just outside the door as Fluttershy trembled, hooves wrapped around a leg of the table she hid beneath. She'd drawn her wings around her, feathers vibrating as she tried to block out the world and retreat into the darkness.

"Nopony's there... nopony's there..." she muttered quietly, but the voice remained outside, "There's no such thing... no such thing..."

"Oh...mah nose..." she could hear the voice moan out. Only, it seemed different somehow.

It was younger... not the voice of a full grown mare nor even that of an adolescent. Folding her wings back slowly, Fluttershy crept over to the window and peered out at the apparition.

But there was no cyan pegasus. No shock of rainbow hair. There wasn't even a full grown pony. She could see the little thing writhing in the dirt, an orange hoof pressed to its nose as a fuschia tail twitched in agitation.

"Scootaloo!" Fluttershy gasped, throwing the door open immediately as she darted to the little filly's side, "Oh, Scootaloo, I'm so sorry."

"Mah nose..." the little pegasus squeaked out, a tiny trail of blood streaming down from her nostrils as she rolled from side to side in the dirt.

"Oh my goodness," the yellow pegasus gasped, half in embarrassment and half in worry before scooping the little filly up into her forehooves and hovering back inside the cottage.

~o~O~o~

"Okay... now just keep your head tilted back for now," Fluttershy spoke softly as she gently coaxed the filly's head back until her eyes stared up at the ceiling.

"Unh hunh..." Scootaloo confirmed, a hoof keeping a bit of bloodied tissue pressed to the end of her muzzle, a small pile of them having accumulated beside her on the kitchen table.

"I am so...so sorry," Fluttershy reiterated for what was likely her tenth apology of the last minute, a shamed look having all but been etched on her face.

"S'okay..." the little orange filly murmured quietly, keeping her head tilted as Fluttershy worked on cleaning the scrapes that littered her patient's back.

"Now, this might sting a little, but just keep your head up," Fluttershy warned before pouring a bit of iodine over her back. She could see the little filly tense slightly, but otherwise stay perfectly still. Fluttershy gave the little filly a worried glance, drawing a slight shrug from the younger pegasus.

"Wasn't always so awesome with my scooter," she answered the unasked question with a somewhat embarrassed grin, her voice having taken on a distinctly nasal quality. She maintained her grin for only a moment before her face took on a confused look as her eyes looked over her shoulder at the elder pegasus, "So... um... why did you slam the door in my face?"

"Oh... sorry... it's just..." Fluttershy stammered slightly, her voice raising an octave even as her volume shrank. She was silent a moment as she sponged the excess iodine from the little pegasi's back before beginning to bandage it. "I was startled... I-I thought you might be a... I thought you were..."

"Yeah?" Scootaloo asked, her voice filled with curiosity more than anything else.

"I thought you were Rainbow Dash," Fluttershy admitted softly, her movements slowing at the mention of the name.

"Really?" the little pegasus asked, initially excited by the case of mistaken identity. Soon her excitement faded away as her eyes looked towards the floor as much as it is possible with one's head craned towards the ceiling.

"M-maybe you remind me of her when she was younger... you sound a bit like she... used to..." Fluttershy offered, trying to comfort the little filly as a ring of tears formed at the bottom of the little pegasi's eyes.

"That's cool..." the filly replied morosely.

"Here, let me see that tissue," Fluttershy asked, removing the bloodied paper before examining the little filly, "You should be able to lean your head forward... I think it's stopped."

"T-thanks, Fluttershy. I'm sorry I startled you."

"I forgive you, Scootaloo. I just can't believe I slammed the door on you like that..."

"It's okay, I've done a lot worse... and it's my fault for being out here so late..."

"Why..." Fluttershy paused, trying to find a non-accusatory means of asking, "Why are you out here so late?" she inquired, helping the little filly hop down onto the floor, both walking into the living room where a fire roared in the hearth.

"I-I couldn't sleep..."

"But why are you all the way out here? Your parents will be worried sick about you..."

"I had a question I needed to ask you."

"It couldn't wait for the morning?"

"No... well, probably, but... I-I dunno..." the little filly stammered as Fluttershy led her towards the couch which she had pushed to just in front of the fireplace so that they could warm themselves, "I just really needed to ask you... an-and..."

"It's okay, Scootaloo. I'm not mad," Fluttershy whispered to Scootaloo, a few stray tears trailing down the little pegasi's face as she began to tremble slightly.

"It's just... I dunno... she's just gone..." Fluttershy bit her tongue, remaining silent a moment as the little pegasus stared up at her with a tear streaked face that begged for answers that Fluttershy simply didn't have. With a soft sigh, Fluttershy lifted herself onto the couch next to the shivering filly, wrapping a wing around Scootaloo as though she were her own.

"I know, Scootaloo... I know..."

"It's just... I never got to... I never got to..." the filly choked back a sob as she nestled against the yellow pegasus.

"It's okay, Scootaloo, it's okay," Fluttershy hushed the little pegasus, nuzzling her gently as she felt the warmth of the tears as they fell down her side.

"I just wanted to know," the little filly paused a moment, trying in vain to compose herself, "Did Rainbow like me?"

The little filly stared up at Fluttershy with such a broken look... the little filly looked as though she were made of something so fragile, so delicate that it seemed as though the softest breeze would cause her to crumble into dust.

_Oh, Scootaloo... _Fluttershy found herself without an answer, the little filly's wide eyes seeming to swallow her whole with their pleading. Finally, Fluttershy took a breath, not having realized that she'd been holding it. She pulled the little filly close to her, wrapping her wing tightly around the little pegasus before pressing her head to the filly's.

"You were like a little sister to her," Fluttershy whispered, giving the filly a long nuzzle before she lowered her head, staring into the fire, its warmth seeming so distant compared to the warm body pressed to hers.

"T-thanks, Fluttershy," the filly choked out, managing a wry smile as she buried herself into the older pegasi's side.

"You should get some rest... things will look better in the morning," Fluttershy murmured as she watched the flames flicker and dance before her, the soft sound of the filly's steady breaths filling the air.

_Things will be better in the morning, Fluttershy... just get some rest._

~o~O~o~

_**Last Updated:**_

_**October 18th, 2011** _


	6. Arc 1: Perturbation, Part 2

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 2**

~o~O~o~

_ "—can sleep later..."_

_ "You ain't gonna be doin' anypony any good if you dun get rest!"_

_ "Later."_

_ "..."_

_ "..."_

_ "Dang it... fine..."_

_ "..."_

_ "Twilight?"_

_ "..."_

_ "You okay, sugarcube?"_

_ "I just talked to the nurses..."_

_ "What'd she say?"_

_ "Th-they don't know what to do... it's been weeks now and she just doesn't seem to be getting any better. Her wounds are healed... she just... she just won't wake up..."_

_ "It's okay, Twi. We all scared."_

_ "It's all my fault... I-I-"_

_ "Not this again... Twi, don't make me have ta buck some sense inta ya. This weren't nopony's fault. Nopony's, got it?"_

_ "I could have been stronger or smarter or... something..."_

_ "Can't go changin' the past, Twi. Things just are how they are... ain't any getting around that."_

_ "But..."_

_ "We need you here, Twi. Here and now."_

_ "I know..."_

_ "..."_

_ "..."_

_ "We just got to be strong... fer her... fer all of us."_

_ "I know..."_

_ "..."_

_ "There's something else..."_

_ "What d'you mean?"_

_ "They're hiding something."_

_ "What would they be hiding?"_

_ "What do you mean, Twi?"_

_ "I... I don't know... but there's something that they're not telling us..."_

_ "She wouldn't do that... would she?"_

_ "I wouldn't have thought so... but I've known her long enough to know when she's keeping something from me... but about something so serious?"_

_ "..."_

_ "There's something we're missing..."_

_ "..."_

_ "..."_

_ "H-hello?"_

_ "Room's private, mister."_

_ "I was told this is where—"_

_ "What are you doing here?"_

_ "I came to—"_

_ "To see her?"_

_ "Y-yes..."_

_ "Get out."_

_ "What's this all about, sugarcube?"_

_ "Just get out."_

_ "I... I'm... s—"_

_ "It's too late for that."_

_ "..."_

_ "Y'know what? I'm getting some air... and if he's still here when I get back..."_

_ "..."_

_ "You don't deserve her. You don't even deserve to look at her."_

_ "..."_

_ "..."_

_ "The hay was that?"_

_ "..."_

_ "I'm uh... sorry, mister. She's not normally like that..."_

_ "No... she was right... It's years too late for it..."_

~o~O~o~

_ The little filly watched as her friend shrank into the distance, fading into the bustling back streets of Cloudsdale. The smile she had worn faded slowly after the cyan pegasus had vanished from sight. Slowly it was replaced by a frown as tears threatened to spill freely from her eyes, lip trembling._

_ A pony was supposed to be happy in situations like this, wasn't she? Shouldn't she be happy for her friend's new success? Her new opportunity?_

_ After all, it wasn't everyday that a filly not even graduated from flight school was selected by the Junior Speedsters. It was the opportunity of a lifetime... or at least of a childhood. It was another step towards her ultimate goal._

_ "The Wonderbolts!" the cyan pegasus went on and on about the stunt fliers. It was her destiny and nothing was going to stand in the way of her becoming the top flier in all of Equestria._

_ The cyan pegasi's excitement had been infectious, sweeping the little yellow filly into its grasp with ease: a sharp contrast to the fear they had shared just hours earlier in the day._

_ "Oh, Celestia..."_

_ "Rainbow? What's wrong, Rainbow?"_

_ "It was just a little prank... they wouldn't would they?"_

_ "Wouldn't do what?"_

_ "You don't think they're going to kick me out do you? Over a little prank?"_

_ "Well, the teacher seemed pretty mad, but you've been so much better lately..."_

_ "I know... but you haven't seen my record... lots and lots of red ink..."_

_ "Oh..."_

_ "Yeah..."_

_ "So why did you do it?"_

_ "Hoops dared me."_

_ "And you listened to him?"_

_ "He called me a chicken."_

_ "…"_

_ "I mean... chickens can't even fly! Well... not very far... but still..."_

_ "..."_

_ "Yeah, I know... be better than that... it just really got to me, y'know?"_

_ "I know... when are they calling you in?"_

_ "After last bell... can you, um... stick around?"_

_ "I... I get picked up usually... I don't think my mom would..."_

_ "..."_

_ "I mean... I'll try. I'm sure she'll understand."_

_ "Well...you should probably get to your class... wish me luck."_

_ "Good luck, Rainbow."_

_ With that the cyan pegasus had disappeared into her class, leaving her friend to collect herself and return to her own classroom. She bit her lip as she strode back to her homeroom, worried for both herself and her friend. What in the name of Equestria would she have done without Rainbow as her wingpony? She certainly wouldn't have made it as far as she had... she'd repeated flight camp twice before meeting the rainbow-maned sparkplug._

_ Sure, the cyan pegasus had usually played fast and loose with the rules. She was prone to demerits and even the odd citation... but her heart was usually in the right place. The school could see that, couldn't it?_

_ Hours later, an excited pegasus lived up to her moniker as she tore a rainbow hued path from the school's entry doors to where her friend waited by the gate, smiling from ear to ear._

_ "Omigoshomigoshomigosh!"_

_ "What is it?"_

_ "It's the best thing ever!"_

_ "What? What?"_

_ "I just got picked to join the Junior Speedsters!"_

_ "That's great news, Rainbow."_

_ "I know! I thought I was going to get kicked out for sure. Then the principal walks in with the head of the Junior Speedsters. The head, Fluttershy! I got picked by the head of the Junior Speedsters. A former Wonderbolt picked me!"_

_ "That's great."_

_ "I know! Oh my gosh, I'm so happy. I get to leave for their camp in a week. Can you believe it? I'm going to be a Junior Speedster! Oh, I am so rubbing this in some faces!"_

_ "Rainbow..."_

_ "No time, Fluttershy, time for face rubbings!"_

_ And with that the spiky maned pegasus was gone, a tumultuous wave of excitement left in her wake._

_ "A week?"_

_ The words had taken a moment to settle in for the little yellow pegasus. She promptly sat down as she came to the realization, finding herself even more nervous than when she had thought Rainbow might be expelled. The best and the worst all wrapped up in so few words. The little filly thought to herself that she should be happy, but she couldn't be._

_ "Fluttershy?"_

_ "..."_

_ "Fluttershy? You okay, honey?"_

_ "She's going away..."_

_ "Oh, Fluttershy, she's not going away forever. This is just... a great opportunity for her."_

_ "I know... but she's going away."_

_ "She'll be back, Fluttershy. You two are friends. Heck, you're like sisters almost. And she's not the sort to abandon anypony. Especially a friend."_

_ "Still..."_

_ "Don't worry, you've still got a week with her and you'll see her afterwards. Junior Speedsters is usually only a year or two thing anyways. Plus, you'll get to see each other when they break camp during the summer anyways."_

_ "How do you know?"_

_ "Hey, yer momma used be a dreamer. I followed the Speedsters when I was younger... hey, how about we follow your friend. They usually have Speedsters news in the papers. Maybe try a scrapbook or something so you can follow her even when she's not here."_

_ "T-that might be nice."_

_ "Alright, we'll go by the store on the way home. C'mon, Fluttershy."_

_ Her mom had been right is some respects, but wrong in others. Following her friend had helped. It had helped for years, but she wouldn't see her friend in the flesh again for years after that week._

_ "I'll miss you, Rainbow," the little filly muttered as the world seemed to come to a halt about her, the words hanging in the air as the school began to shimmer and fade from view. The subtle afterimage of her friend leaving remaining as everything else disappeared into a black fog. She stared a moment longer as the cyan filly vanished fully, leaving her in the silent darkness as tears streamed down her cheeks._

_ "I'm sorry..."_

_ The suddenness of the interruption caused the little filly to jerk her head back and forth in search of a source. She spun around to find her the cyan pegasus sitting there. Not as she had been all those years, but as she remembered her as a full grown mare._

_ "I-I'm sorry, Fluttershy... I didn't think I was leaving you like that. I really didn't..." the mare whispered quietly, an idle hoof scratching at the nonexistent ground beneath them._

_ "It wasn't you fault... it was an opportunity for you. I understood that eventually... I shouldn't have taken it how I did," Fluttershy replied, taking a tentative step towards her friend, her still gangly, uncertain filly legs trembling as she did so._

_ "I'm still sorry. I shouldn't have abandoned you like that... I mean, I'm supposed to be the loyal friend and all, right?"_

_ "You are... were..." Fluttershy stumbled with her words as she sat down in front of her friend, pressing a diminutive hoof to the mare's cheek as she stared up, "Why'd you have to go, Rainbow?"_

_ "I don't know... isn't how either of us thought it'd go though, is it?" the cyan pegasus admitted, her cheek feeling so warm to the little yellow filly... so real... so alive... Fluttershy could even feel the warmth of the tears that dripped from those ruby eyes, the gentle shifting of flesh beneath the soft cyan fur as she sniffled. She looked into those rose-colored eyes and saw her friend... not a memory... her friend._

_ Fluttershy found herself immediately embracing the other pegasus, wrapping her hooves tightly around Rainbow's midsection. The little filly pressed her face into the soft fur of her friend's chest, letting the tears fall as they may. She could feel the hooves embracing her in turn, squeezing her as one might a delicate child._

_ They simply stayed that way for a moment, embracing one another in a comforting silence. Fluttershy snuggled in closer, wanting to hear her friends heartbeat the way she had listened to her mother's when she'd been younger. The steady rhythm letting her know that everything was alright... that everything would be alright._

_ As she opened her eyes, blinking the tears from them, Fluttershy tightened her hold on the cyan pegasus, a sudden fear coursing through her._

_ "What is this, Dash?"_

_ "Hm?"_

_ "Is this real, Dash? Am I just imagining this?"_

_ "I... I don't know... does it matter?"_

_ "Maybe not..."_

_ Neither said anything for a while as Fluttershy screwed her eyes shut. They simply stayed there, seemingly unwilling to risk movement lest the possible fantasy be broken.  
>"Fluttershy?"<em>

_ "Mm?"_

_ "Are you mad at me?"_

_ The question echoed. It was no longer Rainbow's voice that spoke. It was no longer the mare's embrace that comforted her. There was an older voice now. A familiar voice. The comforting warmth of her friend replaced by a sharp,abrasive cold._

_ "I..." the words stuck in her throat as she grasped for the cyan pegasus only to find herself grasping at blankets and sheets, the feeling of fur replaced by fabric._

_"Fluttershy? Are... are you mad?" the voice was older, but somehow it sounded as though it came from a young colt rather than a full grown pony. It spoke as a broken creature does, a desperate creature... a pitiful, frightened, desperate creature._

_ As the little filly opened her eyes, she stared with tear-stained vision at the bedroom from her childhood. It was night, the room enveloped in a darkness broken only by the soft orange glow of the streetlights outside. The soft tapping of a hoof on the door echoed painfully throughout the room. In vain, she tried to burrow into her bed, perhaps hoping that she might disappear beneath the sheets and end up somewhere else._

_ "Fluttershy... please don't hate me..." the voice begged, the tapping of the hoof slowing to a stop before she could here a pony slip to the floor, "Please..."_

_ She could hear the soft gasps of ragged breath just outside the door as, body shuddering, she buried her tear-stained face face into a pillow, answering softly for nopony to ever hear._

_ "But I do..."_

~o~O~o~

As the orange light of the new day filtered into the cottage, Fluttershy awoke slowly, rubbing at her eyes to rid them of sleep's fog before yawning widely.

"It's morning, Scoo—" Fluttershy cut herself off abruptly as she lifted her wing to wake up the little filly only to find nothing there. She stared at the spot a moment, sleep still slowing to motions of her thoughts.

It was strange. There didn't even seem to be an indentation in the cushion. As she ran a hoof over the spot, she felt only the coolness of the fabric. Looking around herself, she found that the couch was now back in its usual spot beside Angel's basket.

"Angel?" She whispered, a shiver coursing down her spine as she carefully hopped down to the floor. She could hear the telltale sounds of wood scraping against wood coming from the kitchen.

At a quick trot, Fluttershy made her way into the kitchen to find the little rabbit hard at work preparing breakfast on the counter, his fur stained with tan batter as he stirred it furiously.

"Angel?"

The little rabbit turned and gave the pegasus a curt, welcoming nod before returning with greater gusto to his work. Fluttershy drew closer, leaning her fore-hooves on the counter before continuing the conversation.

"Angel, do you know where Scootaloo is?"

The rabbit stopped stirring a moment before turning to look at the pegasus with an eyebrow cocked in confusion.

"Scootaloo. You know her, little orange filly? Remember she had a sleepover?"

The rabbit nodded, but maintained his look of incredulity. With a few quick movements, the rabbit had dropped his work and had a paw pressed to the pegasi's forehead.

"Oh, Angel, I'm not sick."

Angel nodded slowly, but kept the paw on her head before signing rapidly with the other paw to the yellow pegasus. Fluttershy let her eyes widen in surprise as she grasped the rabbit's meaning.

"What do you mean, nopony?"

The rabbit repeated his signs, ending with a forceful squeak of affirmation before waving a paw towards the living room for effect.

"Nopony other than me has been here all night. But I slammed the door in her face... didn't you wake up?"

The rabbit shook its head before again repeating its prior gestures.

"But what about the..." Fluttershy trailed off as she glanced back at the kitchen table. It was completely empty, the bandages and tissues from the last night gone. "You didn't?"

The rabbit simply shook its head before letting out a worried squeak, nuzzling the pegasus affectionately.

"I... I'm fine Angel... just had an odd dream," Fluttershy mumbled in response, a tiny shiver coursing through her as she felt the morning's chill. "So, what are you making?"

The rabbit gave an excited squeak before tilting the bowl towards the pegasus to reveal the orange and rather chunky mix within.

"Carrot pancakes?"

Angel gave an affirmative salute before beaming at the pegasus excitedly.

"That sounds lovely, Angel."

The rabbit returned to his work with a newfound vigor as Fluttershy sat herself down at the table. She held her head in her hooves, trying to keep the feeling of pressure contained within her skull as it began to lightly throb.

There was no sign anypony had been sitting on the table the night before. There were no signs that anypony beside herself had been in the cottage.

_Maybe I should go see somepony... talk to somepony..._

~o~O~o~

The thick, overcast skies of the previous day were still present as Fluttershy walked slowly through the largely empty streets of Ponyville. The townsponies had seemingly made themselves scarce. Even as she strolled through the market, where ponies typically gathered en masse for the proper exchange and purchase of their everyday essentials, she hardly saw more than a dozen ponies. Less than a dozen stalls were set up that day, including a familiar apple cart from Sweet Apple Acres.

"Hey, Fluttershy," the farm mare greeted her, dropping her usual salesmare grin in favor of the genuine article, "Y' feelin' any better today?"

Fluttershy simply stayed silent as she drew alongside the cart, hesitating as she thought over the morning and the night, but most of all the memories.

"No... not really."

"It's alright, Fluttershy... things jus' take time is all..."

"I know... you already said so," the yellow pegasus replied, perhaps a bit more curtly than she had intended, "Sorry..."

"I ain't gonna get mad for nothing like that, Fluttershy. You're hurtin'... we all are..."

"How's business?" Fluttershy interjected, wanting to get off the topic.

"Well..." Applejack hesitated a moment, Fluttershy glancing away from the orange pony's questioning gaze, "Things are a mite slow today... was gonna try an' show Applebloom the ropes proper, but you can see how well that's goin'."

"Oh..." Fluttershy whispered as she looked behind the cart to find the aforementioned filly curled around a basket, head resting atop a stack of apples as she snoozed peacefully.

"Don't s'pose things would be none dif'rent were she awake... don' have the heart to wake her anyways," the work pony mused, giving the sleeping filly an affectionate nuzzle.

"She looks so peaceful," Fluttershy whispered, watching the gentle rise and fall of the filly's breathing before turning to look at the sparsely populated market square. Her thoughts were scattered and confused as her gaze roamed the square.

_Like Angel said... it didn't happen... just an odd dream..._

As if on cue, a little orange pegasus filly powered across the market on a scooter, red wagon in tow.

"Well, ain't gon' be peaceful much longer," Applejack remarked with a roll of her eyes, a smile returning to her, "Hey, Scoots... Sweetie Belle."

"Is Applebloom around?" Sweetie Belle asked as the scooter and wagon rolled to a relatively soft stop, skidding to a halt in front of the apple cart. At least they hadn't had the quite spectacular dismount they'd had the previous time Fluttershy had seen them.

"Wha-...we crusadin' today?" came a tired, confused voice from the opposite side of the cart, Fluttershy watching as the little red-maned filly braced herself on the apple basket as she got her hooves under her proper.

"Never-ending crusade, Applebloom," Scootaloo stated rather bluntly, grinning in a show of determination.

"But doesn't it end when we get our cutie marks?" Sweetie Belle asked, the pegasus filly simply sighing in exasperation at the question.

"But until then. Never. Ending."

"Oh..."

"Um... I'd really like to, guys, but—"

"Aw, Applebloom, you ain't gonna miss nothing round here, I reckon," Applejack interrupted with a playful nudge to her little sister, "Y'all can skedaddle an' go questin' or crusadin' or... whatever. Jus' be careful... I don' want to see y'all makin' the paper again."

"Thanks, AJ! We'll be good!" the filly gave her sister and hug before jumping into the wagon.

As the little yellow filly fumbled with her helmet, Scootaloo trotted over to Fluttershy, the older pegasus having shrunk behind the cart a bit, trying to pacify the ache that rattled around in her skull.

"Fluttershy? You okay?"

"Oh, I'm fine," she lied, giving her best smile, which immediately drooped at the little filly's look of incredulity.

"You don't look fine."

"Well... I'm not really."

"Yeah... it kinda... sucks..." the little filly stated, her face falling for a moment before brightening back up, "But I don't think she'd want us like that, right? Being all mopey and junk?"

"No... she probably wouldn't..."

"Um... Fluttershy?"

"Yes, Scootaloo?"

"Did Rainbow ever um..." the filly scratched at her head with a hoof as she struggled to find the words before falling silent, looking up expectantly to the older pegasus.

"She liked you just fine, Scootaloo... you even remind me of her when we were younger... I think she probably thought the same," this drew a small smile out of the little pegasus before she walked back to the wagon, now with the full complement of crusaders in tow.

"Bye, Fluttershy," the little orange filly waved before her wings began to buzz, the wagon lurching forward, departing towards parts unknown.

_It wasn't real... so what was it?_

"You doin' alright there, Fluttershy?"

"Hunh?" Fluttershy sat up straight as the work pony's question broke her from her thoughts, "Oh, I'm sorry... I was just thinking..."

"An' doin' a whole lot by the looks of it. Do yeh... do yah want to talk 'bout it?" Applejack asked, voice tinged with nervousness.

"It's just... I keep remembering her... but not always right..."

"Not sure ah follow, sugarcube."

"I had a dream... I think... Scootaloo showed up in the middle of the night and I thought she was Rainbow for a moment..."

"You sure she didn't? Show up ah mean... not being Rainbow."

"Angel said there wasn't anypony else at the cottage last night... and Scootaloo didn't seem to remember it if she had been... it just seemed so real..."

"Hunh..." Applejack muttered softly for a moment before turning back to Fluttershy with a reassuring smile, "Well, ah reckon you're under quite a bit of stress... mind tends ta play tricks sometimes... you gettin' enough sleep?"

"More than enough... the birds started migrating already so they don't wake me early anymore... I don't think I woke up any earlier than eleven or so..."

"Well, maybe yer jus' a bit lonely... can't be too healthy to be cooped up in that cottage of yours, all alone."

"May... maybe you're right."

"Should probably try spending some time with one of us... though it might be a bit boring around these parts fer a few hours more..." the farm mare grimaced as she glanced around the market, "Maybe you ought to try Rarity. Two o' you could have lunch or something... might make you feel better than watchin' me work."

"That... um..." Fluttershy stuttered a moment, trying to mask the disappointment.

"Tell you what. How 'bout I come by yer cottage after I close shop? I can be by right after I drop this here cart off at the acres?"

"That sounds nice," the yellow pegasus replied with a tiny smile. It would be nice to have somepony over at the cottage... to have it not seem so big and empty.

"Alright, I should be there 'round sunset or so. Only got a few deliveries this afternoon," the work pony murmured before shooting her friend a smile, "We'll have a good ol' time of it."

"Thanks, Applejack."

~o~O~o~

"So, darling! How are you?" Fluttershy was surprised by how readily Rarity seemed to drop her work when the pegasus walked into the boutique. It was as though she'd been looking for an excuse to do so.

"Oh... I'm fine."

"You don't look fine, dear..." Rarity muttered as she drew the pegasus into the back room of the boutique where the dressing room was set up alongside a pair of plush couches.

"Is it so obvious?" Fluttershy wondered aloud as she lifted herself up onto the couch, Rarity setting herself down beside the pegasus. Fluttershy's attempted nonchalance was certainly seemed to be less than convincing... Scootaloo had seen right through it after all.

"Perhaps not to the average laypony, but I'm your friend, dear... Besides... I know it hurts," Rarity smiled as Fluttershy suddenly noticed the thick bags that hung beneath her friend's bloodshot eyes. She'd been crying. Recently.

"None of us are fine."

"Nor can we be expected to be... for all her brashness and arrogance, Rainbow was a part of us... all of us," the unicorn mused quietly before putting a hoof on Fluttershy's shoulder, "I think especially you."

"Me?"

"Well, naturally, darling," Rarity began with a grin, the beginnings of a tear forming at the corner of her eye, "You knew her long before any of us did... I dare say you pair were quite a bit closer than either of you let on."

"Wh-what do you mean?" Fluttershy asked, suddenly wary of the direction of the conversation.

"Only that you two have always been rather... oh how to put this..." Fluttershy raised an eyebrow as she stared at the ponderous unicorn, "Well, you know how I have my Sweetie Belle."

"Your sister... yes..." Fluttershy muttered in response, less wary and more confused.

"Well, you know how frustrated I can be with her at times?"

"Yes..."

"But still, for any frustration she shall cause me I wouldn't trade her for the world... are you following me?"

"I think so... maybe... not really."

"Well. I think that was the relationship you had with Rainbow... To be honest, I can't see it any other way," Rarity admitted, drawing the pegasus into a brief embrace, "For all your differences... you were family for one another."

"Maybe..."

"Not maybe, darling," the unicorn replied, grasping the pegasi's shoulders in her hooves as she looked her directly in the eye, "You helped to balance one another. For all her 'attitude,' she was never the best with talking things out with other ponies and you've always had that shell you seem to retreat into. You've always been a calming presence for her... and she was always there to get you out and about in this world."

"And now she's gone..."

"But she's not forgotten... she's still in here, Fluttershy," the unicorn said, pressing a hoof to Fluttershy's chest, "She'll always be in there."

"I know you're trying, Rarity... but I just don't know..."

"Maybe we just need something to clear our heads... perhaps a trip to the spa might do the trick. We missed our usual time last week. Perhaps it would do us both some good to simply relax." Rarity offered with a soft smile.

"That might be..." Fluttershy trailed off with a soft nod of her head. Perhaps it would do her some good... if only to rid herself of the headaches that had been plaguing her of late.

"Well, no time like the present then," Rarity stated, maintaining her grin as she dropped to the floor with an audible clop of her hooves, "It'll do us both some good to simply relax... perhaps then clearer heads may prevail."

~o~O~o~

"It has been quite a while, hasn't it?"

"It's been years..."

"It's remarkable to think about it... so many years. So many fond memories," Rarity sighed as she soaked beside Fluttershy in the spa's hot tub. They had opted for the most basic of treatments. It wasn't a time for 'the usual' after all. This visit was purposeful, purely practical.

"Feels strange... talking about it like this, I mean..." Fluttershy mumbled, leaning on the edge of the tub, head resting on her fore-hooves as the warm waters relaxed her.

"I know... seems like only yesterday that we met, doesn't it?"

"Yeah..." Fluttershy whispered as her eyes began to feel heavier and heavier. She breathed deeply of the warm spa air, the scent of lotus permeating it.

"So strange to think it was such a long time ago... relatively speaking of course."

"Of course..." It was so relaxing. Perhaps this was the right idea. Her head certainly felt clearer as she let herself drift off, the gentle lapping sound of the water lulling her to sleep as the unicorn chattered on.

~o~O~o~

_It was so warm... so peaceful... the smell of home surrounding her. Soft hooves delicately tracing the contours of her body, alternating between scrubbing, rubbing and tickling as the little foal giggled in her mother's grasp._

_ A simple song filled the air alongside the slapping water as the foal squirmed out of the loving hooves that gripped her as she was bathed._

_ "Oh m'darlin', oh m'darlin'," the older pegasus sang softly as she spread the foal's tiny wing, drizzling warm water over the feathers before repeating the process with the other._

_ "Oh m'darling, Fluttershy," she continued, eliciting a high-pitched giggle from the pegasus foal as she scrubbed over her stomach, still thick with baby fat._

_ "Thought you lost and gone forever... Darling Fluttershy," she sang as she lifted the tiny, dripping foal from the tub, bundling her into a thick blanket before moving to sit with her child on a thick woven mat._

_ "Glory?" a voice called out from somewhere behind the pair, the infant's giggles falling quiet as her mother turned towards the door._

_ "In the bathroom," she called back before there came the soft sound of a door opening and closing gently._

_ "Is she asleep?" the voice asked in a soft, nervous tone as the infant's eyes searched for the source of the new sound._

_ "No, she's just a little quiet... you know how she is."_

_ "Oh... sorry."_

_ "Just come over here, Roby," Glory ordered with soft chuckle and the infant gave a soft smile as a pair of green-blue eyes came into view, looking down on her warmly._

_ "She's beautiful... isn't she?" he whispered, running a careful hoof through the infant's short mane before laying down beside them._

_ "Yeah... kinda makes everything else not matter... for a while at least..." she replied sadly, leaning down to kiss Fluttershy's forehead._

_ The infant's eyes screwed themselves shut of their own accord as she felt the soft, caring lips upon her... the warmth of the blanket wrapped about her... the loving eyes watching her... the love that surrounded her..._

_ Suddenly, Fluttershy felt cold._

_ As she opened her eyes again, she found herself staring at mound. Somepony's hoof was wrapped around her shoulder, but she could only stare at the mound of newly piled dirt as the words of comfort went unheeded. She didn't bother to look up as the gentle rain soaked through her mane and the simple outfit she wore._

_ She could feel her hooves sinking slowly into newborn mud as the hoof left her shoulder, its parting words lost in the gentle din of the rain. She couldn't cry... she wasn't supposed to cry... That's what granny had told her... she'd told her to be happy... to be happy because that's how she ought to be._

_ But she didn't want to be happy... she didn't want to be content with just the memories... she didn't want to think about being happy again... she didn't want to think about what to do in the future... she couldn't think yet..._

_ "Hey... yer her um, gran'daughter, right?" a nervous voice broke through the quiet rainfall, startling the yellow mare slightly as she crouched as if from a blow._

_ "Unh-hunh..." she mumbled in reply, expecting just another empty condolence._

_ "Just wanted to say... um..." the voice stumbled over its words as the pony drew closer, hoofs sloshing loudly through the mud puddles._

_ "I know..." Fluttershy interrupted, seeing the muddy hooves halt beside her out of the corner of her eye._

_ "Oh... well... even so, I'm sorry fer yer loss... Ah really am."_

_ "I'm sure you are," she just wanted them to go away so she could be left alone with her thoughts... with her memories._

_ "Ah am..." the voice said curtly as though some anicent honor had been tarnished by this refusal of sympathies. "I... I know what it's like..."_

_ "..."_

_ "It gets better after a while... it don't go away... but it gets better."_

_ "Does it?" Fluttershy asked softly, her face a mix of anger and incredulity as she turned to look up into the solemn face of a stetsoned mare. The pegasus stared into the farm pony's eyes a moment, the anger draining from her as she was left with only disbelief._

_ "Eventually... it does."_

_ "..."_

_ "..."_

_ "Who... who did you lose?"_

_ "I... uh... mah parents..."_

_ "Oh..."_

_ It was silent for a while as Fluttershy found herself suddenly unable to look the other pony in the face. She simply watched as the farm mare adjusted her stance nervously._

_ "It still hurts... sometimes... but you have to keep on goin'... fer them if not fer yerself."_

_ "But... how do you? I mean... I don't even know what to do..."_

_ "Mah granny used ta be real close tah her... she still lived in that old cottage by the forest, right?"_

_ "Yeah..."_

_ "She was still helpin' animals an' all?"_

_ "Yeah... I helped her with them sometimes..." Fluttershy murmured, shifting herself to reveal the trio of butterflies adorning her flank, "My special talent is working with animals."_

_ "Well... seems you've at least got an idea, then."_

_ "But I can't possibly run it all on my own... it's so big an-and there's so many..."_

_ "S'alright, sugarcube. Nopony's gonna be expectin' you ta do everything yourself... how 'bout I come by and help you..."_

_ "Oh, I couldn't ask you to do that..."_

_ "You ain't askin', I'm offerin'. Name's Applejack," the stetsoned pony offered a hoof, giving the pegasus a reassuring smile._

_ "Fluttershy," she replied, finding the work-worn hoof surprisingly gentle as they shook, the drizzling rain worsening._

_ "Maybe we all ought to be gettin' out of this rain... the Acres are a bit closer than yer cottage I reckon... we kin get you nice an' warmed up there."_

_ "That sounds... nice," Fluttershy smiled as the work pony led her away from the grave._

_ "S'what neighbors, and friends are s'posed ta do, Fluttershy... I'm here for ya," Applejack stated, flipping her hat onto the pegasus with deft jerk of her head, "It'll keep the rain out of yer eyes. C'mon."_

_ Fluttershy allowed herself a little smile as she adjusted the stetson, following the slow trot of the farm mare. She closed her eyes, following the sounds of Applejack's sloshing hoof steps as she thought to herself a moment. Maybe that was what her granny had meant... maybe that was how she was supposed to go on... how she was supposed to keep granny going on._

_ "Applejack?"_

_ "Yeah?"_

_ "Thank you."_

_ "T'ain't nothing, darling."_

_ "Hunh?" Fluttershy intoned, eyes snapping open._

_ "Oh it's nothing, darling. Really, it was my pleasure," the white unicorn stated with a certain satisfaction as she positively beamed at the flustered pegasus._

_ It certainly wasn't what Fluttershy had expected when she had strolled into the boutique looking to have a hole in her granny's old coat properly repaired for the upcoming winter._

_ "Um... but about my—"_

_ "Oh darling, you mustn't wear that old thing, you need something to help you shine!" the unicorn gesticulated excitedly as she levitated the coat onto a nearby hook, "And now that we've got you hair done to properly frame that wonderful bone structure..."_

_ "What?"_

_ "It's a compliment, darling, just go with it. You really do have the model's physique you know."_

_ "I... um, thank you?"_

_ "Think nothing of it, darling. You really should try the spa sometime," the unicorn stated, levitating all sorts of makeup and other items of beautification as she curved around the slightly cowering pegasus, "Ponyville may be a small town, but the sisters have all the refinements of a pair of first class Manehattenites. It's a surprise we've been able to keep them from being snatched away."_

_ "That sounds like it might be nice... but I don't really have the bits for something like that."_

_ "Oh, you simply must treat yourself to it sometime. It is worth every bit, I swear. A pony of your beauty absolutely must go..." the unicorn trailed off momentarily as she ran a bit a eyeliner carefully around her subject's eye, "In fact, we could go together!"_

_ "Oh... I couldn't let you do that."_

_ "No excuses, darling, Rarity does not let fabulosity such as yours simply waste away. It would be positively criminal," the unicorn stated as though it were Princess Celestia's honor and the fate of Equestria on the line, her stature and face suggesting a moment of genuine import before she broke into the excited smile of a little filly, "Besides, I've always wanted somepony to go to spa with. Oh, we could be the best of friends!"_

_ "Friends?"_

_ "Of course, darling, two fabulous ponies like ourselves should most certainly be acquainted and by the state of your mane I am most confident that you are in need of a friend such as I," Rarity finished with a flourish, flipping a mirror around to reveal Fluttershy's reflection to the now thoroughly blushing pegasus._

_ The tangled mess that had been her mane was straight and flowing now, several flower blossoms weaved through the strands of hair. Her once dull yellow coat now almost shimmered in the soft light of the boutique, even her cutie mark seemed to glow with a newfound brilliance. The make up Rarity had used provided only a subtle accent of the pegasi's natural features... a bit of blush on her cheeks mixing with the natural blush she felt as her face burned._

_ "I look... nice..."_

_ "Oh, I do hope you mean more than simply nice, m'dear. You look absolutely fabulous if I do say so myself," the unicorn beamed knowingly as her magic quietly straighted a few out of place hairs,"Of course, when you start with such a wonderful base... well, I can't say I'm not more than a tad jealous. You are, as they say, a natural model..."_

_ "Fluttershy."_

_ "Charmed to meet you, Fluttershy. I'm sure we are going to be the best of friends, you and I." Fluttershy couldn't help but smile as Rarity turned her from side to side, showing off every detail of the new and, as the unicorn might have put it, fabulosified Fluttershy._

_ "Thank you, Rarity," Fluttershy whispered as the shop began to darken and the unicorn faded away. The pegasus closed her eyes, savoring the warmth of the memory before she felt something familiar surround her._

_ It was so warm._

_ So peaceful._

_ The soft hooves on her body._

_ The giggle of a little foal._

_ The splashing of water._

_ A simple song filled the air._

_ "Oh m'darlin', oh m'darlin'..."_

_ The light faded from view._

_ The hooves vanished from her sides._

_ "Oh m'darling, Fluttershy..."_

_ The warm water went cold as she slipped below the surface._

_ Cold eyes stared through the water as she sank deeper and deeper into the abyss._

_ Deeper and deeper she sank into the infinite blackness._

_ "Thought you lost and gone forever,_

_ Darling Fluttershy..."_

~o~O~o~

As she awoke she found herself shivering, partly from the inhospitable cold, partly from an newfound, inexplicable fear that coursed through her. Frightened blue eyes darted about the empty room she found herself in.

She didn't remember coming in here... she certainly couldn't recall a reason for her to be alone in an abandoned building. She couldn't even recall having left on an errand that would have required such a detour.

"Hello?" she whispered as she rose from the floor, her body soaked and shivering in the cold, stagnant air.

There was no answer as she walked on hoof-tips towards the only visible door in the room. She glanced at the window to find that the sun was going down rapidly. It would be dark soon. She had to get home... she was supposed to meet somepony there.

"Is anypony here?" she asked the silent room before grasping the door ring with a hoof, opening it with a slight shudder as even cooler air rushed in around her. "I'm going to leave now... if that's okay..."

Quickly and quietly the yellow pegasus slipped out through the door. As the door slammed shut she began to gallop for home, feeling something behind her. The streets of Ponyville were deserted as she ran past, dark windows lining the houses, unlit lampposts lining the streets.

She just wanted to be home... she just wanted the soft comfort... she just wanted the comforting warmth as a cool breeze sent chills down her spine.

She didn't notice it as the world twisted behind her as she dashed through the streets. All of Ponyville falling into a darkness all encompassing as the sun dipped below the horizon.

As her hooves brought her to the comfort of her cottage, the door clicking shut behind her, the moon did not rise, leaving the waking world to vanish into the consuming dark.

~o~O~o~

_**Last Updated:**_

_**October 18th, 2011** _


	7. Arc 1: Perturbation, Part 3

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 3**

~o~O~o~

_"—never thought about it all that much... not nearly as much as I should have. I... I should have thought about it then... I thought about it a lot in between, but after that... I didn't think I had to anymore. I'm sorry I wasn't there when... you know. I should have been there. You shouldn't have had to go through all that alone..."_

_ "..."_

_ "Y'know... I went back to your house afterwards... you weren't there anymore... I had to hear it from some jerk at the weather factory what happened."_

_ "..."_

_ "I... I didn't mean it like that... sorry. But... I don't think you ever told me either... you'd just change the subject or I'd get distracted or you'd distract me... makes me wish I had a bit more focus, y'know?"_

_ "..."_

_ "Yeah... of course, you'd know... I think you knew me better than I knew myself back then... you knew how to work me too... maybe I should be mad, but I can't be mad at you... I don't think anypony could... I mean... how could they?"_

_ "..."_

_ "Think you freaked me out a little at the gala, y'know? Don't think I ever expected to see that... or you with a stallion's voice... or staring down a dragon... past year's been weird, hunh?"_

_ "..."_

_ "Twilight said I should keep talking like this... but I'm running out of things to say. I'm not good at this stuff. I... I just want you to wake up..."_

_ "..."_

_ "Please... just wake up..."_

_ "..."_

_ "..."_

_ "..."_

_ "I'm sorry to interrupt, but visiting hours are almost over."_

_ "Can I stay, please?"_

_ "I'm sorry, hospital policy."_

_ "I'm sure it wouldn't violate the policy if we have a moment to say good night, will it?"_

_ "..."_

_ "..."_

_ "No, ma'am... that'll be just fine."_

_ "..."_

_ "Thanks, Rarity..."_

_ "Go say good night, dear."_

_ "..."_

_ "..."_

_ "Good night, Fluttershy... see you in the morning..."_

_ "..."_

_ "..."_

_ "Ready to go?"_

_ "Yes, nurse, we're ready."_

_ "Right this way."_

_ "..."_

_ "I know you can hear me... we will find you a way. I promise you that. I will pay my debt to you."_

~o~O~o~

_ "Sometimes, after a big ol' storm like the one we had last night... yeh gotta get out there in the forest and track them critters down," her grandma dictated, the yellow pegasus trotting close behind her._

_ The pegasus kept the old earth pony in front of her as much as possible, her head bowed as her mind formed threats from every shadow to be found amongst the trees. With a quiet meep, she shrunk down, slowing to a crawl as thunder rumbled somewhere in the distance. _

_ The weathered mare simply smiled as she looked over her shoulder at the shaking pegasus, "Can't be gettin' scared o' yer own shadow there, Flutters."_

_ "I'm not scared of my own shadow, Grammy," she bristled as much as possible even as she crouched lower to the ground, wings half-unfurled as her body prepped itself to flee, by air or by ground, "I'm just scared of what's out there."_

_ "T'ain't nothin' tah be afeared of here, Flutters, this ain't Everfree proper anyhow," Grammy articulated, stopping to nudge the pegasus onto her hooves, wearing a knowing grin, "'Sides, you can always fly away... yer ol' granny's gonna be the one runnin' fer her poor ol' life."_

_ "Oh... I'm sorry..." Fluttershy shrank down again, avoiding the earth pony's gaze._

_ "Cripes, Flutters, I'm jus' joshin' yah," Grammy muttered, putting a hoof to her head before motioning the pegasus to her hooves once more, "Yeh really do have yer daddy in yah... he couldn' ever take a joke neither," Grammy recollected with a mischievous grin._

_ "Really?"_

_ "Darn straight, did my best with that boy... turned out mostly alright I think..."_

_ "But... why did he—"_

_ "Fluttershy."_

_ "Yes?"_

_ "What'd I tell you 'bout that question?"_

_ "Not to ask it?"_

_ "Not quite... but honestly, Flutters... Ah jus' can't answer it. Ain't nopony able tah answer for another like that." Fluttershy's face fell as she leaned heavily against her grandmother, pressing her head beneath the elder pony's chin._

_ "But I just don't understand it... we were doing alright... weren't we?"_

_ "Were you?"_

_ "I think so..."_

_ "Fluttershy?" The pegasus glanced up into the soft eyes of her grandmother. "Now, I want yah ta be honest. If not with me, then with yourself."_

_ "No... we weren't..." Fluttershy replied, staring down at the damp path below._

_ "Flutters... I can't pretend to understand it," Grammy stated, lifting the yellow pegasi's chin so that she could look at her eye to eye, "But I can tell you that yer daddy loves you and thought this was for the best."_

_ "Maybe..."_

_ "Ain't no maybe, young'un. We gonna git a smile on that pretty little face or my name ain't Grammy."_

_ "But it's not—"_

_ "Hush, darlin', we gotta get back to the work at hoof... what're we out here for again?"_

_ "Searching for injured animals?"_

_ "Good to know you were listenin'," the old earth pony said as she tousled the young mare's mane, "Now, how 'bout you get to checkin' the brush on that side. They like ta hide when they get scared. Now, you've got to be gentle with 'em an'... aw, heck, look who I'm talkin' to."_

_ "Okay, Grammy."_

_ "There's a girl," the old mare chuckled, nudging the pegasus on her way._

_ With a small smile, Fluttershy trotted over to the side of the path to root around the brush, her grandmother doing the same on the opposite side. She'd had a difficult time believing her grandmother. Sure, Fluttershy felt comfortable with the old mare, she knew her to be sincere and genuine, but still she didn't want to believe anything at the moment. She wanted to be confused. It was a confusing situation. She had the right to not understand._

_ She felt her hoof strike something soft before she felt a sudden pressure on her hoof. Drawing it out she let out a sudden gasp as she found a tiny little bunny dangling from her hoof by its teeth._

_ "Oh!" Instinctively, she shook her hoof rapidly in trying to dislodge the rabbit, the bunny flying off the hoof and crashing to the ground some feet away with a loud squeak, "Oh, no! Oh, I'm so sorry!"_

_ "Fluttershy, what're y'doin'?"_

_ "It bit me and I threw it and... oh, no, are you okay, little bunny?" Fluttershy asked as she felt herself beginning to hyperventilate as she drew closer to the now stunned rabbit._

_ As soon as she was within a foot of the little bunny, the rabbit leapt to its paws, jabbing its paws threateningly at the shaking pegasus. It growled and hissed angrily as it hopped from foot to foot, daring the pegasus to come closer._

_ "Don't be scared, little bunny, everything will be okay," Fluttershy cooed as she made herself as small and non-threatening as she could. Slowly, she crept towards the rabbit, extending a hoof in a gesture friendship._

_ A hoof the rabbit immediately beat away with a powerful jab of his leg before bopping the pegasus on the nose with a forepaw._

_ "Ow!" she cried out as she recoiled from the feisty little lagomorph, her nose as well as her pride stinging from the blow, "That wasn't very nice."_

_ "They ain't always," came her grandma's voice from behind, a suppressed chuckle underlying the sage knowledge._

_ "You shouldn't be mean, little bunny."_

_ The rabbit simply stuck out its tongue and blew a raspberry at the pegasus before it resumed its fighting stance._

_ "Come here, little guy," Fluttershy cooed, once again reaching for the bunny which hopped back a step as it continued to bounce up and down before her._

_ "Gotta be tough, Flutters."_

_ "Come here now?" Fluttershy could hear the sound of hoof meeting forehead behind her._

_ The rabbit simply took advantage of the pegasi's confusion to jab at her once again with his leg, connecting solidly with Fluttershy's cheek._

_ "Hey!" the frustrated pegasus cried out as something in her just... snapped, "That wasn't very nice."_

_ The rabbit began to stick his tongue out again at the pegasus, but quite suddenly found itself frozen in place, vision filled by a pair of glaring blue eyes as its tongue lolled limply out of its mouth._

_ "You shouldn't be mean to other creatures. It's not nice," the pegasus stated in an oddly motherly voice as she glared down at the now petrified rabbit, "You especially shouldn't be mean to creatures that are just trying to help you. Now what do you have to say for yourself?"_

_ The rabbit fell back stunned, laying on the ground for a moment, even after the pegasus took a step back, holding her glare steady. Slowly he rose to his paws, squeaking out a stuttered apology._

_ "Good. Now you should run on home now... um... if that's okay with you..." the yellow pegasus muttered as her normally meek demeanor reasserted itself, her cheeks flaring a brilliant red, "Go on, bunny."_

_ The rabbit didn't move, a blank look on his face as he stared up at the pegasus, scratching at his head idly._

_ "Shewt, Flutters, dun know where you got that stare from, but dang it if it ain't useful," Grammy said, clopping her hooves together in a slow, quiet applause._

_ "Stare... oh, um... I'm sorry... I don't really control it... it just kind of happens sometimes... when I get, um... mad," Fluttershy excused herself, shrinking down in embarrassment as the old mare trotted up beside her._

_ "Sorry nothing, Flutters, that was a bit of the ol' remarkable. I can see why this is yer talent, you've got a gift for 'em... even the little, ornery varmints," the old mare stated, the bunny sticking its tongue out at her before cowering beneath the pegasi's shifted gaze, "You best be gettin' along there, little bunny."_

_ "Your family is probably worried about you..."_

_ The bunny didn't move. It just stared up at her with the same unreadable expression._

_ "Don't you remember where your home is?"_

_ The rabbit's look didn't waver even a bit as the pegasus stared into his eyes._

_ "You don't have a home... do you?" The rabbit nodded quietly before hopping directly up to the crouching pegasus, giving a gentle pat on her nose in apology before nuzzling himself against her hooves._

_ "It happens, Fluttershy. Nature's got its nasty habits... storms ain't any different."_

_ "But we can't leave him here, can we?"_

_ "Well, he dun look injured an' normally I only take in the injured," Grammy scratched at her chin thoughtfully before turning to the rabbit, "He gonna have to pull his weight if we bring him back. I don't give free rides, rabbit."_

_ The rabbit gave a sharp salute, standing tall as the old mare scrutinized him, feet locked together in a position that seemed quite unnatural for lagomorphic anatomy._

_ "He'll need a name too. What do you think, Fluttershy?"_

_ The yellow pegasus examined the rabbit a moment. A soft beam of light shone down on the bunny through the storm ravaged canopy of the forest. His white fur shone rather brightly amidst the dull brown of the forest, his presence in it seeming almost celestial when the light caught him just so._

_ "How about... how about Angel?"_

~o~O~o~

Eyes slipping open slowly, Fluttershy awoke to her head throbbing mercilessly as the harsh sun poured in through the window. Immediately, she closed her eyes as tightly as she could, fumbling for a pillow to cover her head as she waited for the pain to cease. Her hoof found blanket and she immediately buried her head in its comforting darkness.

_Ugh... what did I do last night?_

_ Did I drink something?_

_ Do I normally drink?_

Confused thoughts roamed her psyche as she quietly willed herself back to sleep where her aching head might be mitigated. Sleep was not forthcoming, however, and, reluctantly, she rolled off of the couch and onto her hooves, keeping the blanket draped over her head. Opening her eyes naught but a sliver, she began to trudge towards the door only to stumble to the ground.

Sighing, she lifted the blanket off her head to find her hind hoof tangled in a basket filled with blankets.

She must have left it out last night for... some reason and forgotten about it when she fell asleep on the couch.

With a groan, she stood back up, grasping the basket in her mouth as she made her way to the kitchen for some breakfast, eyes closed as she felt her way around.

_Maybe I'll go see Twilight today... maybe she'll have something for this headache... a spell, a potion, something._

_ Maybe some company would do me some good._

~o~O~o~

"Twilight?" Fluttershy called out softly as she trotted nervously into the Ponyville Library. The streets of Ponyville had been completely deserted, the loneliness of the town putting the pegasus on edge. The state of the library itself didn't help matters.

It seemed that some sort of localized tornado had torn through the shelves. Most of the books had been stacked in disorderly piles around the main floor with further stacks and piles trailing up the bookcase, loose paper and other debris scattered across the floor in between.

"Fluttershy?" came a familiar voice from the library's hidden-away kitchen. A little dragon jogging into the foyer.

"Oh, hello, Spike... is Twilight in?"

"Well... yes... but it's not real pretty up there right now," the little dragon said, jabbing a claw towards the ceiling before glancing around, "I guess it isn't real pretty down here either, is it?"

"It is a tad... um, messy... is something wrong?"

"Twilight's a little uh... stressed... keeps talking about going back to the beginning and stuff like that," Spike answered with a soft sigh, his shoulders sagging as his sigh turned into a yawn, "Been keeping me up with harmony this and that. Can't follow a word of it to be honest."

"Can I see her?"

"Knock yourself out," the little dragon said dismissively as he stared at the mess of the main floor, "I've got my claws full down here."

"Thank you, Spike," Fluttershy whispered, giving the little dragon a little nuzzle before carefully making her way up the cluttered stairway.

"Just be careful, Fluttershy... she might be a bit... off," Spike called after her before the pegasus disappeared into the second floor.

The second floor looked to be in an even more chaotic state than the ground floor was.

Several desks were stacked with papers, quills, jars of ink, scribbles, veritable skyscrapers of books and equipment the pegasus wouldn't have thought out of place in a Canterlot or Manehatten laboratory. Between the desks were even larger stacks of books, these having been arranged into haphazard rows. She couldn't even see the other side of the room for the forest of books before her.

Fluttershy could hardly even comprehend the amount of books.

_I didn't think the library even has enough shelves for this many books?_

_ Does Ponyville even need so many?_

Somewhere, within all the stacks and piles Fluttershy could hear somepony muttering to herself. It wasn't an unfamiliar sound to the pegasus, having arrived in the library to find the purple unicorn deep in her studies many times before, but the rate of her friend's speech and her tone were worrisome.

"Twilight?" Fluttershy had been around the unicorn enough while studying to know when she was deep in her readings. This somehow seemed to be beyond that, more akin to the unicorn's anxiety at the princess's visit. "Twilight, are you um... busy?"

"Oh! Fluttershy? Good, you're here! Finally," came the unicorn's voice from somewhere across the room, sounding as if she were calling up from a well. Fluttershy could hear a scramble of hooves and the shifting of papers echoing off the walls.

"You were expecting me?"

"Well, where else would you go?" the voice was closer now as Fluttershy wandered carefully through the stacks as they precariously leaned and swayed above her, "Well, maybe SugarCube Corner, but really, where else?"

"What do you mean?" Fluttershy cocked an eyebrow as she glanced through the stacks, trying to home in on the unicorn's voice.

"Not important. You're here. That's good. We can fix everything now," Twilight rambled on, appearing around a corner, nearly bumping into the pegasus.

"Twilight, what happened to you?" The unicorn's mane was a ragged mess, her teeth grinding subconsciously, her breaths coming in ragged, frustrated gasps as she stalked towards the pegasus.

"Oh, nothing. Just been busy. Oh so busy. Busy, busy, busy," the unicorn muttered as she stood, her eyes seemingly unable to look straight ahead, darting about the room, "But that's not important. Like I said... we can fix this now."

"What do you mean?"

"Everything's going away. Can't you feel it. This place isn't stable," she stated, waving a hoof about demonstrably, nearly knocking over a nearby stack, "Too much doesn't make sense, too much is missing. We have to fix it. We have to fix it now."

"Stable? Fix... Twilight, are you feeling okay?"

"Never better! Well, that's not true. I've been better. But I'm sane, I know I am. Even if I disappeared last night. It was only for a little while... just a little while... I got better!" the unicorn yelled out suddenly, her breaths coming in heavy pants as she grabbed Fluttershy suddenly with a flare of purple magic, dragging the pegasus through the stacks quickly.

"Twilight, what are you doing?" It was a minor miracle that the stacks of books held their composure as the pegasus was roughly pulled through through the veritable maze of books.

"We've got to get moving. No time to chat!" Fluttershy could feel a familiar panic settling over her as she was dragged forwards, wings flaring in panic as she struggled against the purple aura.

"Twilight, you're not making any sense..." Fluttershy stated as they stopped in front of another desk, more organized than the three by the stairs, only a few papers laid out on its surface in a neat stack.

"You know I'm not crazy right? You feel it too, don't you?" the unicorn demanded, spinning to face the pegasus as the aura faded away, "We're all just barely here... we have to get her back... it's the only thing that makes sense right now."

"Get who back... Rar—" Fluttershy was abruptly cut off by a sudden, piercing pain, her next words forgotten as she rubbed at her temples. Every spike of pain reminding herself why she had come to library in the first place. "Get... who back?"

"You see it! You feel it! It's happening. You know it... even if you don't," Twilight mused, her crazed tone fading as it was replaced by a the more normal, collected tone that the pegasus was familiar with.

"W-what does that even mean?" Fluttershy asked between pained gasps of air, having slumped to the floor as she clutched at her head with both her forehoofs, "What are we fixing? How?"

"I-I don't know how to explain it... I just know that she's the key!"

"Who, Twilight?"

"Rainbow Dash."

"She's... gone, Twilight..."

"But we can get her back! We have to get her back... everything started with her... things are ending without her. Ergo, we need to get her back. It's the perfect plan, Fluttershy!" The unicorn clopped her hooves together excitedly as she dragged various books onto the table with her magic, the harsh glow of her horn filling the dark stacks of books with purple light.

"No it isn't... that's insane. She's... she's dead, Twilight... I don't want to admit it, but she's dead, she's gone and we just have to... we just have to deal with it."

"No!" the unicorn shouted angrily.

"Twili—"

"No. I will not go gentle into that good night, I will not. I will go down fighting. It won't get us," Twilight mumbled before turning her eyes upward, eyes narrowing as she screamed at the ceiling, "You hear that, whatever you are?"

"Who are you talking to?"  
>"I don't know... doesn't matter," the unicorn muttered darkly, a sudden air of defeat settling around her before she raised her head, the tiniest gleam of determination shining in her eyes, "Just wait here, I'm going to get some things."<p>

"And then what?"

"Then we're going to go get our Rainbow back."

"Twilight?" Fluttershy called out worriedly as the unicorn disappeared back into the maze of books, the sound of hoofsteps fading away moments later until the pegasus was alone.

"I won't be more than a few minutes," Twilight replied, voice echoing strangely in the cramped library.

"Oh, Twilight..."

The library fell silent for a moment, the musty air seeming to encompass the pegasus as she slumped fully to the ground. Somewhere in the distance a clock ticked quietly, echoing throughout the room as Fluttershy's ears twisted about, listening for any sign of her friend.

Perhaps she went downstairs. That could explain the crushing silence of the room. At the very least, the pain in her head had faded, her thoughts coming unimpinged as she rested her head on her hooves.

_Why isn't anypony else here..._

Twilight seemed to be losing her mind... maybe she already had.

Fluttershy wouldn't have pegged the purple unicorn as being the one to snap in a situation like this. She always seemed to be the logical, calm one. Maybe the... whatever it had been, had shaken her confidence. Maybe Twilight had needed somepony to help her through everything... maybe...

_Oh, Twilight... I'm sorry. I should have been there for you the way..._  
>Another headache cropped up as Fluttershy struggled to finish her thought.<p>

She tried to remember her grandmother... the first funeral the pegasus had ever been to.

She remembered the empty, hollow words from ponies she had hardly known, ponies she wasn't she had even sure had known her grandmother in the slightest.

But somepony had been different.

Somepony that had been sincere... somepony had been honest.

Fluttershy's stomach twisted into knots as she rubbed a hoof in circles on her temple, the coolness of the nail soothing her aching head.

_Why can't I remember?_

She though back to her second funeral.

It had been overcast, the softened light of the sun setting a somber mood for the proceedings as five ponies stood beside a sealed wooden casket. She remembered the coolness of the day. She remembered leaving the funeral, watching it continue without her from a nearby hill.

Then... she couldn't remember anything else.

_Pinkie was there... Twilight was there..._

The pain returned full force as she tried to sort through the confused images of the memory... an earth pony, a pegasus, a unicorn and...

Had there been five ponies?

Maybe it had just been the three of them...

_I don't like this,_ she thought quietly to herself, burying her head in her hooves, trying to block out the world.

Thinking about things was getting her nowhere... all it seemed to be getting her was a headache. With a soft sigh, she closed her eyes, concentrating on the ticking of a distant clock.

_I just want to go home..._

~o~O~o~

_The room was dimly lit, a single lantern hanging above an occluded window providing the sole source of light. A young pegasus mare clutched a spoon in her mouth, running it clockwise around a pot, steam rising in ghostly wisps from it as the magically derived flames crackled softly beneath._

_ The kitchen was simple, barely large enough to house a small refrigerator and a single-burner stove with a sink between them, but she made due with it. It served their needs well enough. She couldn't ask for more._

_ "It's ammost eady," she called out around the spoon in her mouth, glancing over her shoulder at the darkened living room, the soft flicker of their second lantern casting the room in a soft glow, the last rays of the sun filtering in through the front of the apartment. She could make out the form of a pony sprawled on the small couch that dominated the living space, the pony remaining silent, stirring only slightly at her update._

_ With a soft sigh, the pegasus returned to her stirring, allowing herself a small smile at the scent of boiled carrot and celery wafting from the pot. It was his favorite... it always cheered him up before... even when it had been one of the bad days._

_ Carefully, the mare slipped the spoon from the pot and into the sink, slipping it through the space between the sink lip and the cutting board that served as a makeshift countertop. With a hoof, she prized open the stubborn sink cupboard, grasping a pair of bowls in her mouth before setting them down on the cutting board. Grabbing a potholder with her mouth, she lifted and tipped the pot carefully over the bowls, doling out the soup into two equal portions before setting the pot back down on the stove and clicking off the flame with a hoof._

_ "Soup's done," she called softly into the living room, eliciting a quiet grunt from the lump of a pony on the couch._

_ The pegasus mare gripped the cutting board in her mouth, cautiously balancing the bowls as she walked slowly into the living room, wary of the still packed boxes that littered the outside walls of the apartment. Skirting her way around the maze of boxes she now knew by heart, the mare made her way to the front of the couch, a small coffee table the only other piece of furniture downstairs, the lantern's light revealing the piles of mail and newspapers that littered it. The mare gave a pained grunt as she balanced on three legs, using a hind hoof to clear one corner of the table before setting down the cutting board. She'd have to straighten up later._

_ "Daddy?" she whispered softly as she turned to face the motionless heap on the couch, his breathing soft and shallow. He'd fallen asleep._

_She hardly had the heart to wake him._

_ She knew that he was working hard, that he was tired, but he still needed to eat._

_ The months since had begun to show... the skin on his underside running taut over painfully obvious bone._

_ "Daddy, it's time to wake up," she intoned, shaking the older pegasus with a gentle hoof, a pair of blood-shot eyes flickering open slowly, glowing dully in the lantern's light as the mare smiled down at him._

_ "Oh... hey, Fluttershy. I'm sorry, I must have fallen asleep," the male stated sleepily, rubbing at his eyes with a hoof as he swung his body into a proper sitting position, a few pops issuing from his body as he stretched._

_ "It's okay, Daddy. I know you're tired," Fluttershy said with a soft smile as she pressed herself beneath his chin, giving him a long nuzzle, drawing a tiny chuckle from the older pegasus._

_ "Not too tired, Shy-Shy," he replied, looping a forehoof around the yellow mare's shoulder, drawing her close, "Not ever for you."_

_ "I know, Daddy," she murmured before slipping from his sidelong hug to push the table towards the couch._

_ "Oh! You made dinner," the bleary eyed pegasus realized, nostrils flaring as he took in the scent of the freshly prepared soup, "It smells wonderful."_

_ "Thank you." Fluttershy blushed lightly at the compliment as she walked up onto the couch. With a soft grin, she nudged her father gently. "Go on. You must be starving by now."_

_ "Oh... I am... I just want to enjoy the smell of my daughter's cooking for a moment," he stated, extending a wing over the smaller pegasus, beaming at her, "Don't let me hold you back though."_

_ "Okay..." the yellow pegasus spoke softly as she gripped the bowl with her lips, the ring of the bowl rubberized as to prevent accidental burnings. She tilted it back slowly, sipping at the still hot broth, the occasional carrot or bit of celery slipping into her maw. As she set down the bowl again she became keenly aware of her father's eyes. Turning her head to the side, she found her father staring at her with a sad little smile on his face._

_ An all too familiar smile._

_ "Sorry..." he lowered his gaze with the apology, choosing to stare at the wisps still steaming from his own soup, he lowered his head until it rested atop his hooves just off the edge of the couch. He blew weakly at the still hot soup, watching as the steam danced chaotically before him. "You remind me of her so much..."_

_ Fluttershy stayed silent. She never quite knew where it would be headed. She knew enough_

_ "You're beautiful, Fluttershy... just like your mother..." He looked up at her._

_ No, not at her. He was looking through her... at somepony else._

_ That was okay._

_ "I'm sorry..."_

_ "It's okay... you should eat your soup before it gets cold," Fluttershy replied, nudging the older pegasus towards the soup gently, but he caught her with a hoof, bringing her into a tight hug._

_ "I'm so sorry, Fluttershy..."_

_ "I... I forgive you, Daddy..."_

_ "I know you do..." he chuckles sadly, looping his neck over hers as he held her tight, a dampness forming on her mane, "She wouldn't want it to be like this right?"_

_ Fluttershy didn't say a word._

_ She simply stayed silent, staring at the hooves in front of her face as she felt her father's breaths draw in raggedly, his body shaking slightly as he embraced her._

_ "She wouldn't want it to be like this... right?" _

~o~O~o~

Fluttershy opened her eyes slowly, her mind fuzzy as she took in her surroundings.

She was in the library, stacks of books crowding in on her from all sides.

Her head throbbed lightly as she tried to recall why she had come to the library in the first place. She had come to see Twilight about something.

_Why did I come here?_

"Something about a headache, wasn't it?" a voice chimed in, one the pegasus was certain she hadn't heard before. Looking over her shoulder she found a unicorn stallion sitting in a rather odd position, his back to the wall and rear hooves crossed as he held a book in his forehooves.

"How...?" Fluttershy sputtered, shaking her head in an attempt to clear the cobwebs from her thoughts, "Who are you?"

"They're very realistic."

"What?"

"The books I mean. Very real. Quite good really," the unicorn muttered, turning the book towards Fluttershy and flipping through the pages, "See. Real text."

"Well... it is a library..."

"I don't know what I was expecting... maybe just cardboard or some such. Or mayhap there would only be text so far into the book," he mused, returning the book to a stack and grabbing another with his magic, "Ah! Another one. And it's one I remember as well. Ah... a Mr. Thomas, I do so adore your poetry. Have you read it?"

"Y-yes... I think so..." Fluttershy stammered as the book was thrust into her face, the pages flipping by as she shrank back from it.

"Ah, well that explains that," the unicorn muttered, snapping the book shut before tossing the book back atop a nearby stack, the stack swaying slightly with the new weight, "Hm... how boring."

"Uh..."

"Oh, not you, my dear. I assure you," the unicorn assured her, giving a respectful nod of his head, "It is rather nice to have some company for a change."

"Company?"

"Quite."

"What do you m—"

"Fluttershy!"

"Twilight?" Fluttershy twisted her head to see that the purple unicorn had returned, a pair of saddlebags filled to bursting draped across her back.

"Who were you talking to?"

"I don't know his na—" Fluttershy began before turning back to find that the stallion had vanished.

_But he was just..._

"Fluttershy?"

"Didn't you see him?"

"See who?"

_Maybe Twilight is the sane one..._

"Nevermind, none of that's important. We've got to go back to the beginning of all this, Fluttershy. We've got to fix this," the unicorn stated curtly, levitating one of the saddlebags onto the pegasus, "It's now or never."

"Where?"

"You'll know when we get there, c'mon," Twilight muttered, horn glowing as she pulled the pegasus back through the maze of books and down the stairs towards the door before stopping.

"Twilight? Where are you two going?" Spike asked as he peered down at them from a ladder, a stack of books balanced in his claws.

"Are you ready, Fluttershy? I don't know what happens when we leave here," Twilight asked nervously, a hoof on the door, ignoring the baby dragon's query.

"Um... you go outside, duh," Spike chirped, cocking an eyebrow at the ragged librarian.

"Spike... just shut up," Twilight groaned, staring daggers at the little dragon.

"That wasn't very nice."

"There's no time for nice, Fluttershy," the unicorn pleaded, motioning toward the library door, "We have to go."

"Okay... I guess I'm ready, Twilight..."

"Okay, let's g—"

She didn't get to finish as the door slammed inwards, admitting a blur of pink as Twilight was slammed into a nearby, thankfully empty bookcase.

"Ohmigosh, Fluttershy, I'm so glad I found you! We have to go! Now!" Pinkie yelled out, trotting in place before hoisting the thoroughly confounded pegasus onto her back and taking off down the street, Twilight's cry of frustration following them.

"Piiiiinkiiiieeee!"

~o~O~o~

_**Last Updated:**_

_**October 20th, 2011** _


	8. Arc 1: Perturbation, Part 4

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 4**

~o~O~o~

"Pinkie, what's going on?" Fluttershy demanded, her voice strained and confused as she waited for the world to stop spinning.

After a long, haphazard tour of what had seemed to be every backstreet and alley in all of Ponyville, the pink blur had halted in front of the Sugar Cube Corner, allowing the pegasus to roll off the pink pony's back to the ground with a soft thud. She had lain there for a few moments, watching as the party pony vibrated with a nervous energy, eyes darting around for something. Fluttershy could hardly recall the last time she had seen the party pony in such a state of panic, the earth pony's usually unruly curls seeming all the more chaotic.

"Oh, please," Pinkie begged quietly under her breath as Fluttershy slowly rolled onto her hooves, legs trembling as she stood.

"Pinkie, w-what're we doing here?" the pegasus asked, keeping herself low in an attempt to maintain her balance.

"Shhh!" Pinkie hushed her, a hoof to the pegasi's mouth as the pink pony glanced about the pair, "It'll hear you..."

Fluttershy looked about, the streets of Ponyville had been all but deserted during the pink pony's marathon gallop through town and even now there was nopony to be seen, much less feared. Slowly the silencing hoof left her mouth as Pinkie continued to glance about the street.

Seemingly satisfied by the lack of danger, the pink pony beckoned the pegasus to follow as she trotted into the building carefully. An eyebrow cocked, the pegasus did as she was bidden, following the pink pony into the darkened confectionery.

The shop front was clean and empty, looking strangely abandoned despite the stocks of cakes and other treats out for display. Fluttershy was surprised by the lack of ponies to be found, usually the store would be filled with ponies picking up desserts or putting in orders. Mr. and Mrs. Cake seemed to be missing as well, the kitchen silent and dark as Pinkie led the pegasus through the storefront and into the side room of the shop. Pinkie halted momentarily, staring out the side window and darting into the kitchen to glance out the back before once again motioning for Fluttershy to follow as she made her way up the stairs to Pinkie's room, the pink pony again darting over to a familiar pink door with a heart-shaped hole in it, after peering intently through the rather large peephole.

The room was mostly dark with only the soft light of the overcast day to light it, casting shades of gray over the normally bright and colorful room. It looked as though it were set up for a party as it usually was, but as Fluttershy stared as the pink pony she knew it wasn't so. Nervously, Pinkie dashed all over the room, inspecting every corner and crease of it before she hopped onto her bed, bidding Fluttershy to do the same.

"Pink—" Fluttershy immediately found a hoof lodged in her mouth once again as the pink pony glanced up worriedly at the ceiling and the balcony that ran around the outer wall of the room.

"I... I think it's gone..." she whispered nervously, removing her hoof as she visibly cringed before relaxing.

"What's gone?"

"I can't say."

"You can't say?"

"Right... sorry. If I say it... it'll know."

"Why did you bring me here?"

"I-I'm scared, Fluttershy..." the pink pony whispered, looking down at her hooves as though she expected them to fall off at any moment, "I'm scared... I know I shouldn't be... but I really am..."

"Well it is little dark in here, but you could just turn on th—" the hoof again found her mouth, gentler this time, without the panic of the prior two times. The pink pony simply shook her head before dropping the hoof to the bed.

"I... I want you to remember, Fluttershy. I want you to remember me... I want you to remember all of us... before everything is gone," Pinkie pleaded, prostrating herself before the pegasus, hooves pressed pressed together as she gazed up with sorrowful blue eyes.

"Pinkie... I don't understand... we're not going anywhere," Fluttershy ran a hoof through the earth pony's mane, her thoughts returning to Twilight. It was too much of a pattern to ignore.

_Something isn't right..._

"That's okay... just..." Pinkie looked scared as she sat up again, her unruly hair sagging as she looked into Fluttershy's eyes, "Do you remember the first time you were here?"

"Of course... that was when I came to Ponyville for the first time."

"And I was soooo excited." She punctuated the sentence with a little bounce. "I was going to throw you the biggest, bestest bash ever."

"But you didn't," the pegasus replied with a soft smile.

"No... you didn't seem up for a big ol', humongoginormously awesome Pinkie Pie party... so we had a smaller one, remember?"

"It was nice..."

~o~O~o~

_She had arrived for the first time in Ponyville that day, the first time she had ever set a hoof or hair in any city besides Cloudsdale._

_ Needless to say, she was nervous, but she was a full-grown mare now and determined to prove it... to others and herself as well._

_ "Come now, Fluttershy, there's nothing to be frightened of here... I'm sure they're all very nice ponies," she muttered to herself as the pegasus taxi let her off in the market square. As soon as her hooves hit earth, she felt a shudder of excited fear course through her as she found that she had arrived during the busiest time of the day._

_ The Ponyville market was absolutely bustling with activity, t__he young pegasus mare glancing about the busy square as the taxi disappeared into a bank of clouds. Instinctively, the young mare cowered within the swirling masses of ponies before shaking herself of the fears that danced in her head._

_ "You're a mare now, Fluttershy," she whispered to herself and, after taking a deep breath, lifted herself from her crouch to look for somepony to help her._

_ "Um... excuse me..." she whispered softly to a passing colt, but he simply ignored her or didn't hear her soft voice over the noise of the bustling crowds, the colt vanishing into the swirling throngs._

_ "Ma'am," she tried to draw the attention of a purple earth pony as she scolded her child, the foal tugging disobediently at its mother's tail with its mouth, begging for a some elusive treat or toy._

_ "We're going home now, are you happy?" the mother demanded, regarding her now sulking colt with disappointment as she pulled him away and into a wall of pulsing bodies._

_ "Um... sir?" Fluttershy muttered to a trotting stallion hitched to a cart, but he simply barreled on by through the square, not sparing anypony a second glance as a path seemed to magically open before him._

_ Ears folded back and head stooped low, the yellow pegasus began to pick her way carefully through the crowded market, seeking the peace to be be found beyond the crowds. She felt herself beginning to tremble as she drew closer to the edge of the market, pressed on all sides by throngs of ponies until she felt herself being swept up in a mass of departing market-goers._

_ Her throat constricted and her breathing became shallow as she found herself submerged in the mass of ponies, even with the bustling market having been left behind. As she glanced back over her shoulder, seeking some avenue of escape, she found her vision suddenly obscured by a mass of fluffy, magenta hair as she crashed in to somepony._

_ "Whoa," somepony cried out in a high-pitched voice as Fluttershy stumbled and collapsed into the fog of hair, feeling somepony struggling beneath her. _

_ "Oh my goodness... I'm so somwry," Fluttershy apologized profusely, accidentally chewing on a tuft of the magenta cloud that smelled of... cotton candy? No... cupcakes? Cotton-candy cupcakes?_

_ "Well, that's a silly way of greeting another pony," the other pony snorted as Fluttershy continued to extricate herself from the confection-scented fluff, "You know you're supposed to say 'hi' to ponies from the front?" the pony giggled._

_ "I'm sorry. It-it was an accident. I-I wasn't watching where I was going an-an-and oh my goodness, I'm so, so sorry," Fluttershy begged for forgiveness as she finally disentangled herself enough to find a pair of blue eyes staring back at her, a jovial smile on the pony's face as they were left largely alone in the middle of the street, the crowd that had surrounded them flowing away._

_ "Oh, hi! You're new aren't you! No wonder I've never had a greeting like that," the pink earth pony spoke excitedly as she got to her hooves, helping the yellow pegasus back to her hooves as well, "Don't you end up scraping your knees a lot though? Seems like that'd hurt if you did it every single time. Course, you're a pegasus... so maybe you do it in the air. That'd fix the knee-scraping problem."_

_ "I'm sor—"_

_ "But doesn't that scare you? Having everypony sneaking up on you just to say hello?"_

_ "Well... we don—"_

_ "Oh, wait! It's like a prank! Ooh, a prank everytime you meet somepony. All in good fun," the pink pony beamed before giving the yellow pegasus a playful nudge, "You got me good too."_

_ "I didn't mean to—"_

_ "Oh, wait, but you're new!" the pink pony cut off the pegasi's apology once again as she began to bounce up and down excitedly, "That means I totally have to throw you a party! It'll be so much fun and Pinkie Pie knows fun!"_

_ "Oh... um, I don't know..." Fluttershy mumbled in response, brain struggling to follow the stream of words coming from the pink pony's mouth as the pegasus shrunk down as much as she could before the seemingly boundless energy of the pink pony, "I'm not really much of a party pony..."_

_ "Everypony likes parties! I should know. I'm Ponyville's **official** party pony!" the earth pony continued, seemingly unaware of Fluttershy's protests._

_ "Official party pony?" the pegasus muttered in confusion, setting off a temporary and blessed silence as the pink pony put a hoof to her chin thoughtfully._

_ "Well... maybe not 'official' official... the mayor still needs to read over my proposal and send it to the city council and maybe call a referendum on it... but I'm definitely the party pony for the job!" she stated with a prideful puffing out of her chest, beaming at the pegasus with more teeth than an equine perhaps ought to be able to show before resuming her excited bounce._

_ "Oh... um..." Fluttershy stumbled over her words, her hesitation drawing the pink pony to a halt, "Well, I don't really know you and..."_

_ "Oh, that's easy," the pink pony snorted before thrusting a hoof towards Fluttershy, "I'm Pinkie Pie. Pleased ta meet'cha."_

_ "Oh..." the pegasus mumbled, her voice dropping as she realized her protest's apparent flaw. She stared from behind her long hair at the pony with a mix confusion and an odd sort of fear. She wondered idly if the pink pony was always like this... if anypony could possibly always be like this._

_ "So, what's your name?"_

_ "It's... um... Fluttershy..." the yellow pegasus whispered defeatedly as she reached her own hoof towards the pink pony._

_ "Y'know should really talk louder, otherwise nopony will be able to understand you, Umfluttershy." The pink pony gave an involuntary snort. "Oh, sorry, it's a very nice name. Never heard of anypony with a name like that... well, except for Mr. Geddowmisite, but he was kind of a grumpy pants. I mean, I said I was sorry about the wall... and the door. You seem nice though, Umfluttershy."_

_ "It's... just Fluttershy... sorry if I'm talking too quiet... I'll try and talk louder," the pegasus mumbled meekly as Pinkie tugged her to the side of the street, a cart rumbling by a few seconds later._

_ "Oh, Fluttershy, sorry! I don't always listen so well. The Cakes say all the words go in one ear and out the other. Actually, a lot of ponies say that. They say I talk too much sometimes and don't realize it too, but I don't think I talk too much, do you?" Fluttershy began to idly wonder if the self-proclaimed party pony fancied herself a cake-whisperer as well._

_ "Er... I mean no offense, but maybe just a little?" The pink pony's face fell suddenly, the pegasus immediately casting her eyes downward at the sight. "Sorry..."_

_ "Well. Maybe they're right. They'd be the ones to know... especially the Cakes. Oh, but no time for apologies! We've got to get a party set up for you so all of Ponyville can get to know you."_

_ "A-all of Ponyville?" Panic seeped into Fluttershy's voice, the thought of so many ponies sending a nervous shudder through her._

_ "Well, what better way to introduce ponies and have lots of fun than a party? And as the unofficially official Ponyville greeter and party pony it is my duty to make sure you are well-greeted and having a blast!" Pinkie declared, puffing out her chest once more as she halted the pair, turning to smile at the pegasus."Well... nopony's said anything so far... so maybe it isn't my duty. But, that'd be so exciting, wouldn't it? It'd be like the bestest job ever! Except for official cupcake tester! Wouldn't that be a great job, too?"_

_ "Yes?"_

_ "Oh, this is going to be so much fun! We'll have games and cake and candy and piñatas. Gotta have piñatas. They're like a game and candy all in one! Oh, oh and lots and lots of ponies for you to meet and talk to and have fun with and be friends with!" Fluttershy's eyes went wide at the mention of crowds of ponies to meet, her stomach twisting into knots._

_ "Oh, well... I don't know if I'd want to go to a such a... big party... with so many ponies. I don't really like crowds all that much..." Fluttershy spoke softly, her already soft voice growing quieter and higher pitched as she shrunk to the ground, the pink pony falling oddly silent at the pegasi's admission._

_ "But... everypony likes a party," Pinkie stated softly, staring at the demure pegasus for a moment as Fluttershy shifted uncomfortably before self-proclaimed party pony as the pink pony's eyes trembled._

_ "Well... I do enjoy parties... It's just that... um..."_

_ "Oh...?" the pink pony muttered, her previously bubbly personality seemingly subsumed by a dark cloud, even her poofy hair seeming to sag as she seemed on the verge of tears._

_ "I just don't like big parties... I... I get nervous in crowds... I'm a little well... shy..." Fluttershy admitted with a deep blush, the pink pony remaining oddly quiet a moment more as she narrowed her eyes. Pinkie's eyes seemed to clear up slowly as she reached a hoof to pat the pegasus on the head._

_ "Aw... nopony's sad at a party. Parties are for happy times. Nopony's sad when they're partying," Pinkie declared confidently even as the pegasus cringed, "But... maybe we'll... maybe a small party?"_

_ "I should really be..." Fluttershy trailed off as she looked up into the Pinkie's eyes, a bright smile having returned to the earth pony's face, "Maybe just a small one..."_

_ "Yay!" the pink pony cried out in excitement, "Oh, you haven't been to the Sugarcube Corner yet, have you?"_

_ "No I—"_

_ "Oh, right. You're new to town, hunh? Of course you haven't been there. Duh," Pinkie continued, slapping her forehead with a hoof before yoinking Fluttershy to her hooves and dragging her off through the streets of Ponyville, "We should totally go to the Sugarcube Corner. It's the bestest place in town. Everypony should visit the Sugarcube Corner. Ooh! We can have the party there, too!"_

_ "Yay?"_

~o~O~o~

_ "Oh, Pinkie!" a somewhat portly blue earth pony mare exclaimed as Pinkie skidded through the swinging door of the rather thematically styled Sugarcube Corner, a flour-coated, rose-colored bobbing as she poked her head over the counter,"You should really slow down a little, dear. You're likely to run somepony over going so fast."_

_ "Sorry, Mrs. Cake. I'm just really excited!"_

_ "Well, I can see that, dear," Mrs. Cake replied, noting the bouncing pink pony's obvious enthusiasm before glancing over the excitable pony to see a huffing yellow pegasus sprawled behind, "Oh, who's your friend?"_

_ "This is Fluttershy. She's new to Ponyville," Pinkie stated, grabbing up the pegasus into a bone-crunching hug as she beamed at the blue pony, "We're going to have a 'Welcome to Ponyville Party.'"_

_ "H-hi-uh," Fluttershy gasped out, still at a loss for oxygen after having been dragged through what must have been half of Ponyville, the rest of the pegasi's breath now being squeezed from her. Fluttershy's eyes still spun in their sockets, the town having blurred into a series of muddied images and shouts from her excitable, firework of a tour guide._

_ "Do... do you need a glass of water, dear?" Mrs. Cake inquired, cocking her head to the side as she motioned for Pinkie to settle down. The pink pony released Fluttershy, allowing the pegasus to stand somewhat uneasily on her own hooves, sucking in as much air as she could as Pinkie continued to vibrate with barely restrained energy._

_ "Th-that would be lovely," she whispered, legs shaking from the strain of running more than she ever had in her life. She thought for a moment that she might collapse or that her sore hooves might disintergate into sand after the pounding they had somehow survived._

_ "Um... Pinkie, why don't you go upstairs and straighten things up while I get your friend here something to drink."_

_ "Ooh, great idea!" Pinkie exclaimed before disappearing into the kitchen in a blur of pink, a cry of panic issuing from the kitchen, "Sorry, Mr. Cake!" Fluttershy watched the pink earth pony slip into the side of the storefront and disappear up the stairs._

_ "Carrot, dear, are you alright?"_

_ "I'm fine, honey... just startled is all," a taller, male earth pony poked his head out of the kitchen, "Pinkie seems a bit... excited today. Oh, and who's this?" the yellow-coated stallion asked, peering at Fluttershy with a welcoming grin._

_ "This is Fluttershy, she's new in town," Mrs. Cake answered for the pegasus as she lifted up the counter flap, motioning for the yellow mare to follow into the back._

_ With a nervous glance, the pegasus complied, walking unsteadily on her hooves, her legs feeling as though they were made of marshmallows... well-cooked marshmallows._

_ "Carrot, would you mind watching the front a moment."_

_ "Don't worry about it. Oh, but keep an eye on the layer cake, they shouldn't be more than a few minutes more," Mr. Cake replied, exchanging his dirty baking smock for a cleaner apron as he took Mrs. Cake's place at the fore of the shop, Fluttershy moving on into the kitchen as Mrs. Cake followed suit._

_ The kitchen was quite a bit larger than any kitchen Fluttershy had seen before, a rather large oven taking up nearly one whole wall of it while the rest of the walls were covered in counter tops. A refridgerator sat to one side, a sink in the middle and a smaller more conventional oven sat opposite the fridge, a small hatch built into the floor hinting at a basment below._

_ It was relatively clean for a kitchen too, only a corner of the countertops showing any signs of use, but the smell of freshly baked confections was almost overpowering. Fluttershy was somewhat in awe of the kitchen's setup. She found herself wishing that she had brought a cookbook or two along with her to Ponyville._

_ "Are you okay, dear?" A worried voice snapped Fluttershy out of her reverie as she found herself sitting at a small table tucked away in a corner of the room, a glass of water set out in front of her._

_ "Oh, sorry... your kitchen is... um... you have a very nice kitchen," Fluttershy lowered her head slightly, letting her mane flow down in front of her face._

_ "Oh... you like to cook?"_

_ "Yes... I mean... I'm not anything special, but I enjoy it," the pegasus murmured, excitement tempered by a fierce blush she hid beneath her pink mane._

_ "Well, if you'd like to try anything, I'm sure I could offer you the run of the kitchen sometime."_

_ "Oh, that'd be simply wonderful," Fluttershy exclaimed excitedly, wings giving an excited flap, lifting her an inch or two from her seat before settling back down, her blush somehow deepening as she smiled up at the earth pony across from her._

_ "I apologize for Pinkie Pie... she can get a little bit... well, let's just say, she can be a bit overzealous at times," Mrs. Cake said with a gentle smile as Fluttershy allowed the water to flow down her throat, a pleasant feeling of coolness running down her throat._

_ "She's not too... well, she seems nice."_

_ "Oh, the poor dear. I know her heart's certainly in the right place, though. She just needs to learn to tone it down. Just a bit."_

_ "Maybe a little." An awkward silence descended over the kitchen as Fluttershy heard the sounds of moving furniture among other, stranger sounds emanating from the second floor. She swore for a moment she heard the deep, throaty call of a tuba and the high-pitched screech of some out-of-tune, stringed instrument._

_ "So, what brings you to Ponyville, Fluttershy?"_

_ "Oh, I'm here to meet somepony... family..."_

_ "Oh... are you feeling quite alright?"_

_ "Oh, never better," Fluttershy replied, a little to quickly as she plastered on the biggest smile she could manage._

_ "Well, Fluttershy... Let me tell you one thing," the blue earth pony said, leaning closer to the pegasus as if to disclose a secret, "If anypony can cheer a pony up, Pinkie can... if you let her," Mrs. Cake whispered before standing up from the table. She moved over towards the oven, adding in a quieter voice, "Seems that both of you could use a friend right now."_

_ Before Fluttershy could think of a response, Pinkie came bouncing down the stairs, smiling from ear to ear as she came to stop, a frizzy mane filled with bits of streamer and confetti._

_ "C'mon, Fluttershy! It's time to par-tay!" Pinkie yelled, out grabbing the yellow pegasus by the hooves and springing up the stairs with her as Mrs. Cake looked on with a smile._

_ "You two have fun."_

~o~O~o~

"You had a lot of fun, too," Pinkie whispered with a smile, some of her usual jovial nature having returned as Fluttershy reminisced, "We played pin the tail on the pony, hoofs and horseshoes, truth or dare, danced 'til our hoovesies, had a pillow fight, snacks, cake, punch, cupcakes... a piñata... It was great," the pink pony slumped down with a soft, happy sigh.

"Yeah... your parties are always the best."

"Even the smaller ones."

"You did a good job of cheering me up... I certainly wasn't looking for a party when I first got to Ponyville. Didn't think there would ever be a reason to..."

"Hey..." Pinkie whispered, brushing a tear away from Fluttershy's face, "When you've got Pinkie Pie, everyday is a reason to party... if only because you're still around."

"Hehe..." Fluttershy chuckled weakly, staring at the pink pony with incredulity, "Since when have you thought about things like this?"

"Well, I do have time for things besides parties and pastries and prankings, I'll have you know," Pinkie stated with look of mock hurt that quickly broke down into a shared bout of giggles, "This is really isn't my place though, is it? At least, not usually... but I think I might be the only one left for it..."

"Pinkie... what's happening?"

"You can feel it?"

"Something's wrong... I know it, but I don't know what..."

"I know... I'm scared of it too... but maybe we can just enjoy this right now. Maybe, if we just stay here, we'll be okay," Pinkie murmured as she drew Fluttershy closer, "Remember after the party?"

"Yes... don't think I could forget that. Could you?"

"No... I don't think I could."

~o~O~o~

_It was approaching midnight when Fluttershy awoke to find herself in an unfamiliar bed in an unfamiliar town._

_ Normally, this would have sent the yellow pegasus into a panic, but there was something about the room, an undeniable, radiating sense of happiness, a sense that things would be better, a sense of undeterred optimism. It was part of the reason she had ended up staying for the night._

_ It had been dark by the time the two pony party had wound down, not so dark that Fluttershy couldn't have gone out and found lodgings or even the cottage she was supposed to go to upon arrival. It was dark enough that she felt the need to acquiesce to her host's demands, if only because of the sadness in the pink pony's eyes at the mere mention of the pegasus having to leave._

_ "Pinkie?" she muttered confusedly as she looked over to see the silhouette of a pony by the window._

_ "Oh, Fluttershy... you're awake?"_

_ "Um... yes, I guess I am," Fluttershy replied, rolling out from under the comforter and onto the floor with the quiet clip-clop of hoof on wood echoing in the darkened room, "What are you doing awake?"_

_ "Oh... I should be asleep, shouldn't I? Have to get up early and help the Cakes open the shop and all."_

_ "So... um, why are you awake?" Fluttershy asked as she drew up to the window beside the pink pony, now able to see her in the light from the moon. Her mane seemed to be wavy and long now, her normally cotton-candy bush of a mane replaced by a much straighter and simpler look. Even the blindingly pink tone of her fur seemed somehow washed out in the semi-darkness of the night. It was almost as though Fluttershy was looking at an entirely different pony than the one she had just danced and played games with so few hours before._

_ "I just couldn't sleep... too many thoughts running around in my head. You know how it is..."_

_ "Do... do you want to talk about it or something?" Fluttershy asked, a hoof scraping anxiously against the floor as Pinkie glanced towards her, "I mean, only if you really want to..."_

_ "Maybe..." the pink pony whispered sadly. She was unsure, that much was clear from the way her gaze flitted between the moon outside and the floor at her hooves, "Fluttershy?"_

_ "Yes?"_

_ "Can I ask you a question?" Pinkie shuffled her forehooves nervously, eyes firmly glued to the bottom of the window as she scratched at the back of her foreleg, "Besides that one, I mean."_

_ "Of course you can," Fluttershy replied, stooping down slightly as she tried to get a good look at the pink pony's face._

_ "Are we... are we friends, Fluttershy?"_

_ "Well..."_

_ Fluttershy hesitated. She had only just met this pony after all. She hadn't come to Ponyville looking for friends... but..._

_ Could one even be friends after so short a time?_

_ It seemed so unlikely... but... somehow she knew the answer. She didn't understand it, but she knew it._

_ "I think we are."_

_ "Thanks... even if you don't really mean it..." the pink pony whispered, smiling sadly at the floor._

_ "But I do mean it. I don't really know why... or how... but it feels like we're friends... doesn't it?" Fluttershy argued quietly, drawing a confused look from the earth pony as Pinkie finally looked up at her with watery blue eyes._

_ "Maybe that's what father meant," Pinkie whispered almost inaudibly, wiping her eyes with the back of a hoof before looking up at the pegasus, a little smile slowly growing on her face, "So, how do you like Ponyville so far anyways?"_

_ "Well... I was a little scared of there being so many ponies at first... but I'm really am glad that I ran into you," Fluttershy admitted, returning the smile in earnest, "But um... if you don't mind me asking that is... why are you crying?"_

_ "Oh... well, to be honest... I'm kind of new to Ponyville too."_

_ "So, the unofficially official greeter thing...?"_

_ "Well, like I said, nopony's said anything else... so until further notice, right?" Pinkie replied with a giggle, some of the life having returned to her formerly limp mane, "But yeah... I just kinda made that up on the spot. Didn't um... didn't mean to fib like that."_

_ "Well... you were pretty convincing. Especially the party pony part."_

_ "Oh. Well..." the pink pony began with a laugh, twisting herself so that her cutie mark was plainly visible, tapping the trio of balloons emblazoned __on her hip, "That wasn't a fib, not even a little, itty-bitty one. Pinkie Pie is one-hundred and ten percent all party pony!"_

_ "Oh, I definitely know that. No pony but a party pony could have had such a fun party," Fluttershy giggled softly, glancing over her shoulder at her trio of pink butterflies._

_ "So, what do the butterflies mean?" Pinkie asked, her gaze having followed the pegasi's own, "Do you like catching them?"_

_ "Not... really..." Fluttershy muttered, giving the earth pony an incredulous look, "I like animals... I have kind of a special connection with them."_

_ "Ooh... like a superhero!"_

_ "A what?"_

_ "Y'know, a hero... only more super... -ry... -ish..." _

_ "Oh, I'm not really hero material... I mean, I like to help if I can, but I'm not brave or courageous or anything like that..." the pegasus trailed off, blushing furiously even as she smiled at the pink pony's take on her talent._

_ "Aww... you're just a little shy... Hey! Fluttershy!"_

_ "What?"_

_ "No, I mean, Fluttershy. That name is perfect for you!"_

_ "Um... thank you?"_

_ "You're very, very welcome," the pink pony sprang forward, her normal energy returning in force as she grabbed a very surprised Fluttershy in a vice-like hug._

_ "P... Pinkie?"_

_ "Yeah?"_

_ "I think you're crushing me," Fluttershy grunted through gritted teeth, her wings pinching together terribly._

_ "Oh, sorry!" Pinkie blushed as she immediately relaxed her grasp, letting the pegasus slip away. "I'm just excited."_

_ "I can tell," Fluttershy gasped out, sucking in deep breaths before they became soft giggles as she looked up at the pink pony._

_ "Are you excited?" Pinkie asked, a bright smile seeming to light the darkness as Fluttershy regained her breath._

_ Fluttershy didn't answer for a moment, looking away from the grinning pink pony to peer out into the dark streets of Ponyville. The moon shone brightly, casting a blue glow over the town, the Mare in the Moon herself seeming to stare directly at the pegasus as she stared at the gray orb suspended in the brilliant night. A shudder coursed through the yellow pegasus as she glanced from the window back to the pink pony beside her._

_ The party pony's smile hadn't wavered at all._

_ "I think I am."_

~o~O~o~

Fluttershy held her eyes closed as the memory faded away, well-aware of the hooves that were clasped about her.

As she opened her eyes slowly, she found herself in Pinkie's room once more... different now, if only subtly.

It was as though somepony had flipped on the lights.

The room shone as brightly and vibrantly as the pegasus had ever seen it. It was done up properly for a party, the long table that took up the center of the room was crowned with a towering behemoth of a cake that seemed like it could possibly hold a pony or two within its sugary depths.

On top of each plate was a hat, each covered in a different design. As she looked over them, she spotted one with her own cutie mark emblazoned on it, several pink butterflies. There was one with pink balloons for Pinkie and another with star-bursts for Twilight...

Quietly, the pegasus looked over the remaining three plates in confusion. Two held grey party hats, while the final... the final plate was missing its hat.

Maybe... maybe Pinkie had been in the middle of setting up the party when she had found Fluttershy.

"Pinkie... what's all this about?" Fluttershy whispered as she felt the pink pony squeeze her tighter, "What's wrong?"

"Oh, lots of things... but they don't really matter..." the party pony replied in an almost shockingly even tone, her grip tightening even as she glanced up at the pegasus with a strange little smile.

"Pinkie?"

"You'll remember, Fluttershy... I know you will. And then we can have this party with all your friends," she whispered her response, her eyes filled with sorrow seemingly in spite of the brightness of the party pony.

"Pinkie... I couldn't ever forget my friends," Fluttershy reassured the pink pony, but Pinkie simply shook her head, that same odd smile remaining.

"But you will... that's not important though," she replied, burying her head into the pegasi's fur, "You'll remember... that's what's important. I know you will..."

"What do you mean? How could I forget you... or Rainbow... or Twilight... or..." Fluttershy found a knot lodged firmly in her stomach as she stared at the table, something was wrong. Six plates... six ponies... she could feel the headache returning as Pinkie relaxed her grip, allowing the pegasus to stand up.

"It's coming," Pinkie stated bluntly, drying her eyes with a hoof, "You need to get out of here."

"What's coming? Why can't you tell me?"

"Oh, Fluttershy," Pinkie whispered, a hoof to the pegasus's cheek, "Don't worry about it... you've got to go, Fluttershy."

"To go?" Fluttershy echoed as Pinkie abruptly began to pull her toward the rear balcony.

It was night now, all of Ponyville under a thick blanket of darkness as Fluttershy's hooves scraped noisily over the wood surface of the platform as the pink pony pulled her onto the external platform. Methodically, Pinkie brought the yellow pegasus to the edge of the platform before she stopped, a foreign look of cool determination on the pink pony's usually jovial features.

"Flap those wings, Fluttershy... it's time to go," Pinkie stated simply, shoving Fluttershy roughly forward, the pegasus flaring her wings instinctively as her hoof scraped the platform's edge.

"What? Why? Pinkie, tell me what's going on?"

"No can do, Shy-Shy," Pinkie said with a wry grin before giving the pegasus one last, hard shove into the air. Fluttershy slid off the edge of the balcony, her wings catching her as she hovered just off the platform, confused to say the least.

"Pinkie?"

"Bye, Fluttershy, see you later, 'kay?"

"Fluttershy!" a new voice shouted out, startling the pegasus.

Before the pegasus could look for the source she felt something grab her, dragging her away from the pink pony. Pinkie waved weakly at the pegasus as Sugar Cube Corner slowly shrank away.

"But Pinki- Twilight?" Fluttershy gasped out as she glanced down to find the unicorn galloping below, a purple aura surrounding the pegasus as she beat her wings, trying to find some sense of control.

"No time to explain, we need to go, now!" Twilight yelled out as Fluttershy lowered herself to the ground, hooves breaking into a gallop as they met earth, "Follow me!"

"Where? What?" Fluttershy stuttered as she galloped beside the unicorn, chancing a quick look back at Sugar Cube Corner, "What about Pinkie?"

"It's too late, Fluttershy... she knew it..."

A thunderous crack split the silent air of Ponyville, the sky lighting up with a flash of lightning. Fluttershy jammed her hooves into the dirt as she spun to look back at Sugarcube Corner.

"Pinkie!" She cried out as the top floors of the confectionery split and collapsed inwards, the bottom floors glowing as a fire began, "Twilight we have to go back!"

"No!" the unicorn denied her, catching the pegasus with her magic.

"Twilight! We have to!"

"It's too late for her... we have to keep moving now or it will get us!" Twilight groaned as she dragged Fluttershy forwards, the pegasi's hooves digging in hard as her vision was filled with the sight of the shop aflame.

"We have to! Let go!" Fluttershy screamed at the unicorn, but Twilight was unmoved, dragging her further down the road and away from the now roaring fire. "What kind of friend are you?"

"The kind that's going to fix all this!" Twilight roared back, pulling the pegasus from the dirt and pulling her forwards until the two were nose to nose.

"You're letting her die, Twilight!" the pegasus accused, glaring daggers at the unicorn.

"Who, Fluttershy?" the unicorn demanded, "Tell me who? Say her name!"

"Pi—" Fluttershy cut herself off as a shooting pain sliced through her consciousness. She could feel the magic around her fade as she slipped to the dirt road, looking back at the inferno of the Sugarcube Corner.

With a shuddering crack, the roof caved in completely, the facade blackened by the flames that danced merrily in the darkness. A darkness that seemed to shift and warp behind it.

"W-what's going on?" Fluttershy whispered in terror as the flames began to disappear into the inky black, the ruins of the confectionery... her friend... everything disappearing into the darkness.

"Everything's going away... we have to go," Twilight spoke softly, lifting the pegasus to her hooves with a short burst of magic, "We have to run, Fluttershy."

"Wh... where to?"

"To where this started, Fluttershy," Twilight answered as she began to gallop away

Fluttershy stared for a moment as Sugarcube Corner was subsumed by the dark, a soft jolt of magic starting the pegasus on her way. She turned and they ran.

The ran through the empty streets of Ponyville as the night sky seemed to darken further and one by one the stars were extinguished, the black shadow creeping over the brilliant sphere of Luna's moon before it too drowned in the dark.

But they ignored all this.

They galloped as hard and fast as they could, the glow of Twilight's horn lighting the path as the stars vanished.

They galloped... they galloped until their hooves ached and their legs burned... until they had left Ponyville behind... until they ran through the blackest night held back only by the soft purple glow of the unicorn's magic...

They galloped for the cottage and the Everfree Forest beyond...

They galloped for the abandoned castle where this had all begun.

~o~O~o~

_**Last Updated:**_

_**November 14th, 2011** _


	9. Arc 1: Perturbation, Part 5

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 5**

~o~O~o~

_ "—uncertain that we can shoulder so much risk."_

_ "But is it not worth the risk, sister?"_

_ "..."_

_ "Are we not indebted to her?"_

_ "I don't deny our debt... but the risk to us... to Equestria should anything happen to the Elements... I don't know if one pony can be worth so much risk."_

_ "..."_

_ "Please, don't look at me like that, Luna."_

_ "How should I look at you, sister?"_

_ "..."_

_ "..."_

_ "You know where our responsibilities lie. It is not as though there is nothing being done for her. The top minds in all of Equestria are looking into the matter... They simply need time."_

_ "More time than we have."_

_ "Luna?"_

_ "I had aeons, sister. Aeons of memories to fall back on. It took years for it to even begin to affect me... for it to take over. You couldn't have known before you did, but... just look at here."_

_ "..."_

_ "I doubt she has more than even two decades. She cannot hope to last as long as I did... nor to resist it."_

_ "How... how long do you believe she has?"_

_ "Perhaps a few days... perhaps even a week longer... she is a bearer... perhaps that may aid her in her fight."_

_ "I... I will see what they have learned."_

_ "Celestia?"_

_ "I know you believe yourself indebted to her. I know you feel you must do all in your power to lend your aid... but I must think of Equestria. Please do not think me so cold for doing so."_

_ "I... I don't."_

_ "..."_

_ "But if they have no answers?"_

_ "..."_

_ "..."_

_ "Then we will trust in the elements."_

_ "..."_

_ "..."_

_ "Sister?"_

_ "Yes, Luna?"_

_ "Thank you."_

_ "..."_

_ "..."_

_ "You should rest, Luna. I will be raising the sun soon."_

_ "Just a bit longer."_

_ "..."_

_ "..."_

_ "Good night to you, sister."_

_ "Good morning to you."_

_ "..."_

_ "..."_

_ "..."_

_ "Oh, I'm sorry... I didn't know anypony was in here or I would have knocked..."  
>"You needn't apologize... you perhaps have more claim to this room than I."<br>"Princess?"  
>"She is your friend after all."<br>"And yours too... in a way."  
>"You've been studying the Elements again?"<br>"How did you... nevermind. Yes I have. Anything that could help..."  
>"My sister seeks to understand them as well... they're in the hooves of her most trusted advisors even as we speak."<br>"Princess Celestia believes that they can help?"  
>"Perhaps... she is merely being cautious... as is her duty as ruler."<br>"Cautious?"  
>"Do you know what afflicts your friend, Twilight Sparkle?"<br>"No... I have guesses... theories... my own experience... but nothing concrete."_

_"Why haven't you told us?"_

_"..."  
>"I am sorry for this, Twilight... I should have seen to it that you of all ponies were informed... but the risks this information carries..."<br>"Princess Luna... No offense, but I would much rather you simply tell me than explain why you wouldn't."_

_"..."  
>"I see Lady Applejack has influenced you a great deal... rather blunt in speaking to royalty."<br>"Princess—"  
>"Please, lets drop these formalities, simply Luna shall suffice. It would be much more expedient, would it not?"<br>"Indeed... it would be."_

_"..."  
>"I fear my embarrassment may take from me my words, but may my guilt allow my conscience speech... Twilight, your friend's affliction is something of my own doing."<br>"What?"  
>"Perhaps not of my own creation, but most certainly of my own doing... my own will... or lack thereof."<br>"You're not making sense, Luna... how is this your doing?"  
>"I'm certain you have a theory, young, but wise Twilight Sparkle."<em>

_"..."  
>"Nightmare Moon."<br>"In a sense, yes. I was Nightmare Moon... she was... is a part of me. The darkest part of myself given physical form."  
>"I... I still don't understand."<br>"Do you know why I became Nightmare Moon? Do you recall the legends?"  
>"Uh... just that you became jealous of Princess Celestia... that you were angry that ponies would play in her day and shun your night. But it wasn't so simple... was it?"<br>"Indeed not... though what you said is certainly not false and... I do still feel some... resentment for my sister's place in the hearts of ponies. I would not be so careless and callous as to rend from our subjects the life-giving sun. An eternal night is careless, wistful thinking at best... it is a damning of all at worst..."_

_"And still I attempted it... not once, but twice."  
>"You... or Nightmare Moon?"<br>"We are one in the same, Twilight."  
>"But she wanted eternal night..."<br>"And to an extent, so do I. But I know what insanity that is... I have the wisdom and control to be satisfied with the way things are."  
>"But... you weren't then?"<br>"No... I gave away control to another... Of my own free will, I allowed my mind and body to be corrupted by a dark and ancient power. It is this same power that afflicts your friend."  
>"Then surely the Elements of Harmony..."<br>"Could they save your friend?"  
>"Yes."<br>"It is a possibility... and I believe as you do, but with one of the bearers felled so..."  
>"But... could it? Even with..."<br>"I do not know. Celestia does not know. I scarcely hope that even the brightest minds in all of Equestria could ever truly know. Even if we had the time..."  
>"Had the... how much... how much time does she... how long—"<br>"I fear not much longer... I have seen the affliction from the other side... the curse is insidious and swift in its actions. Even weakened as it is."  
>"But you survived it... and if it's weakened then—"<br>"I am an alicorn, Twilight Sparkle. I have lived for thousands of years and become stronger over those many millennia. I do not wish to be so blunt, but, compared to me, your friend is but a foal. The affliction moves quickly and... I am afraid that it will soon subsume one that is... so young."  
>"I... I..."<br>"There is little more to say, Twilight. We can only wait and hope for now."  
>"But we have to do something."<br>"I agree... and we shall. I promise you at least that."_

~o~O~o~

_It was a sunny day, the last morning before their performance at the Summer Sun Celebration.  
>Fluttershy had no idea how she had let herself be talked into performing before the whole town, not to mention in front of the Princess of the Sun. She'd have to learn to be more assertive when it came to her unicorn friend... just like Rainbow had been telling her for years...<em>

_For once, however, she wasn't nervous. She was anxious to be sure, but confident in her avian friends abilities. They had been working so hard and for so long to prepare for this day... even if there were still a few well-intentioned show-offs among them._

_ Off-key and off-rhythm, one in particular, an adolescent blue jay, belted out his part of the song with a bit more gusto than necessary, desired or tolerable.  
>"Oh my," Fluttershy mused quietly to herself, nervously glancing away before she addressed the group of songbirds, "Um, stop, please, everyone."<br>The birds fell immediately silent, but Fluttershy could see the little blue jay puffing out his feathers, proud and perhaps ignorant of his aural malfeasance as Fluttershy flew up and hovered before him._

_"Um, excuse me, sir," Fluttershy began, shocking the bird from his proud stance, sending him fluttering back a step along the branch as he let out a surprised chirp. "I mean no offense, but your rhythm is just a teeny tiny bit off."_

_The bird nodded his head, realizing his error or at least the pegasi's superior musical ear for these things. Fluttershy smiled at the gesture as she hovered away from the tree. He was a good bird, a bit too prideful at times, but she knew his heart was in the right place._

_"Now, follow me, please. A one. A two. A one-two-three—"_

_"Hello!" A voice suddenly broke her concentration, sending her birds scattering away from the surprise as the pegasus let out a gasp of surprise._

_As Fluttershy turned, she found an unfamiliar, purple unicorn on the ground below, a sheepish grin now forming on her face as the screeching of the birds slowly quieted down._

_"Oh my. I'm so sorry. I didn't mean to frighten your birds," the unicorn explained nervously. "I'm just here to check up on the music and it's sounding beautiful."_

_The unicorn's sheepish grin became a reassuring smile as Fluttershy floated to the ground, her heart still beating from the shock. She was thankful for the compliment, but found herself actively avoiding the unicorn's eyes, pawing at the ground nervously for want of something to occupy herself as she glanced up sparingly._

_"I'm Twilight Sparkle. What's your name?" the unicorn inquired, a friendly grin hiding an obvious nervousness that Fluttershy took no comfort in._

_"Um... I'm Fluttershy," the pegasus mumbled in reply._

_"I'm sorry, what was that?"_

_"Uh..." she began softly, her body instinctively shrinking away from the unicorn before repeating her name even more softly as she tried to enunciate it, "My name is... Fluttershy."_

_"Didn't quite catch that."_

_"Fluttershy," she veritably squeaked as she hid her face behind her long, pink mane, letting it cover the blush she felt on her cheeks._

_"Well, um, it looks like your birds are back," the unicorn stated nervously, the soft chirps of the birds filling in the silence behind the pegasus, "So I guess everything's in order. Keep up the good work."_

_Fluttershy squeaked out a thanks, standing stone still as though her body had solidified into a yellow statue. As she watched Twilight, she saw the unicorn talking to somepony... no someone by a bush: a tiny, adorable—_

_"A baby dragon!" she cried out excitedly, her nervousness forgotten as she rushed over to the bush, knocking the unicorn haphazardly out of her way, "Oh, I've never seen a baby dragon before. He's so cute."_

_"Well, well, well," a smug voice echoed, but there was nothing there._

_There was no baby dragon... there was a empty spot beside the bush._

_As she looked back, the tree was empty even though she still heard the calls and chirps of her birds... distantly._

_There still was a purple unicorn on the ground, picking herself up in a daze, as she stood a white light seemed to fill Fluttershy's vision, the unicorn fading away until—_

~o~O~o~

"Fluttershy!"

The pegasus awoke with a start, eyes going wide as a pair of hooves shook her mercilessly from her slumber.

"Wha... Twilight?" she murmured confusedly as she took in her surroundings.

She was in her cottage... again. Only it was empty, the walls completely bare of everything that was supposed to be there, only the barest bits of structure left.

She lay on the ground, a pair of purple hooves resting on her flank leading up to a very frightened and frazzled looking unicorn.

"Oh, thank Celestia, you're awake," the unicorn breathed a sigh of relief, removing her trembling hooves from the pegasi's side and standing up.

"Of course I am... you woke me up," Fluttershy stated bluntly, staring up at Twilight from her side. Slowly she rolled to a more comfortable position on her belly as the unicorn trotted over to the front window. "You were shaking me really hard too..."

"Oh... sorry about that," the unicorn muttered a distracted apology as she stared out the front window before moving on to the next, "It's just I could feel it happening and I got kind of well... scared."

"Feel what happening?"

"I could felt like I was just... fading away. Like a candle about to be blown out by the wind. I don't know how else to explain it," Twilight called out, her voice echoing from the bathroom before the unicorn darted towards the cottage's back window in the kitchen.

"That's..." Fluttershy hesitated to call the unicorn's explanation into question, "I don't even know what that is, Twilight."

"That's fine," Twilight replied as she flopped to the ground next to the pegasus, "We can be confused... none of this really makes any sense. I mean, it's not exactly normal, right?"

"No..."

"But as long as we're still here, there's still a chance to fix it."

"But what are we trying to fix... it seems like everything that's wrong is wrong in my own head..."

Twilight was silent a moment as Fluttershy stared at the unicorn, her violet eyes darting around the cottage as if the answers would be found there, mixed into the woodwork.

"You... may be onto something there, Fluttershy. I think you finally get it."

"What? Get what?" Fluttershy cocked an eyebrow at the purple unicorn, Twilight grinning at her with an almost maniacal look of excitement.

Maybe Twilight really had cracked, but—

"Exactly."

"Exactly what?"

"That! What you were just thinking. You think I've cracked. You might even say that I've gone 'loco in the coco,'" Twilight explained, rubbing her forehooves together, "And it's true. We've gone crazy. Together!"

"Twilight you're... you're making... sense."

"No, Fluttershy, you're making sense! You get it, right?"

"I... maybe? I think so... but..." Fluttershy grimaced at the mere thought of it. It might've even been worse than everything being real. "I don't know any other way to explain it."

"And neither do I!" Twilight yelled with a triumphant jab of a hoof. "And that's why it fits!"

"You're just glad that you understand it," Fluttershy said with a soft chuckle, eying the purple unicorn. "Isn't that right?"

"Exactly!" the unicorn declared as she threw a hoof around Fluttershy, "I am Twilight Sparkle after all... well, I'm sort of her."

"But if this is all in my head then—"

"What's going on out there?" the unicorn finished for her, the excited smile fading away, "I don't know, but I... I don't think that we're alone in here... can you feel it?"

"I... No, I don't think so." Fluttershy looked down, trying to think back over the past few days, but only able to manage a few disparate images, little more than colored blurs really. "I don't remember much of the last few days... I just have a strange feeling about them."

"Do... do you remember me?"

"Well, of course I do, Twilight."

"Right... otherwise I wouldn't be here... probably."

"I... suppose so."

"Okay... let's just think about this logically then."

"That sounds like Twilight."

"Yes, well, thank you for that, but that's not important right now," Twilight stated with a confident stomp of her hoof before rising to all fours, pacing in front of Fluttershy.

"I... I guess we start with what we know."

"Yes! _We_ should, shouldn't we?" the unicorn intoned happily, "So what do we know so far?"

"Well... we think that this is all in my head somehow."

"So we're in a subconscious dream of some kind."

"But things are off... and I've been having headaches. I do remember those..."

"Alright, headaches and things being different than they should... The obvious symptoms."

"Symptoms?"

"Well... if this is some kind of illness... but that's not important either," the unicorn dismissed the concern, taking a wayward glance out the window.

"Um... I... I don't really know anything else."

"C'mon, Fluttershy, think!"

"I... I'm trying to," Fluttershy muttered quietly as she closed her eyes, rubbing her hooves against her temples, trying to soothe away the tremors coursing through her psyche.

"Okay... we'll just... think about what you do remember."

Fluttershy was silent for a few moments as she tried to relax herself. She simply concentrated on her keeping her breathing steady, hooves continuing their gentle ministrations with further input.

"I... I remember the..." She didn't want to say it, but it was the clearest memory she had. "I remember going to her... her..."

"Rainbow Dash's funeral."

"Yes," Fluttershy whispered quietly, "I remember you being there... you were there... and so were some other ponies... including..."

_A pink earth pony with a balloon, quiet for a moment, a joy that'd been subsumed by sadness._

_An orange earth pony, trying her best to console her friends, comforting the pegasus without lies, without empty words._

"I can't see them..."

"Just try, Fluttershy. That's all I'm asking," the unicorn whispered quietly as she set a hoof on the pegasi's back.

"Okay."

_A unicorn... her tears would come later... for now she would be generous with her strength._

_ And there was Twilight... prepared as always... even when nopony could be._

"Twilight... it's not..."

Fluttershy trailed off into silence as she found herself no longer in her cottage, but in a familiar field, her voice choked as a lump settled in her throat.

"Fluttershy... I think we may have stumbled onto something," Fluttershy could hear her friend mutter from somewhere to her side, but the pegasus wasn't listening.

There, far below the willow beneath which the pegasus lay was the funeral, just as she remembered it... only...

"Twilight... they aren't there."

"Well, of course they are! They're just... oh..."

Down below, there was a group of ponies... five of them... only they were like nopony that Fluttershy had ever seen before. They seemed to be living shadows, appearing to have no manes nor tails... they seemed to be composed of just a body, only the base structure of a pony left behind.

"Wh-what are they?"

"I don't know," Twilight muttered as Fluttershy rose to her hooves. Slowly the purple unicorn began to trot warily down the hill, "C'mon, Fluttershy... just stay close to me."

"O-okay," Fluttershy replied in barely more than a whisper as she followed close on her friend's heels, peering around the unicorn's flanks as they descended.

As they drew closer and closer, more details of the strange ponies became visible. Moving to the left of the shadow ponies' side in a slow flanking maneuver, they could see only gaping white eyes on their otherwise featureless faces. The only other defining characteristics of their bodies seemed to be wings or horns. One shadow had a pair of wings that seemed to be in a constant state of disintegration, filtering away in the breeze only to reform the next moment to be blow away again. A pair of them had horns that followed suit, the unicorns appearing to lose and gain their horns with each gust.

"Um... hello?" Twilight called out as they approached the group, Fluttershy's eyes darting between her friend, the shadow ponies and the familiar casket set before them. "Hello... anypony home?"

"Tw-twilight..."

Fluttershy squeaked audibly as the shadow ponies turned to stare at the purple unicorn in unison. They remained silent however, looking with empty eyes that seemed to pulse gently with a strange white light.

"They don't seem very aggressive," Twilight murmured to herself as she swayed from side to side, watching as five sets of sightless eyes followed her every move, "I'm not sure they even can be aggressive. They seem kind of... dumb."

"Oh, you shouldn't make fun of ponies like that..." the yellow pegasus stated simply, her eyes focused solely on the casket.

"Fluttershy?"

"Yes, Twilight?"  
>"I don't think they're actual ponies," the purple unicorn stated coolly as she waved a hoof in front of the shadows, their eyes following her hoof-tip, "so I don't think they'll be offended."<p>

"Twilight... can we go somewhere else... please?"

"Hm?"

"I... I really don't like it here... I want to go somewhere else," Fluttershy spoke in barely more than a whisper as she stared at the familiar wooden casket before her.

"They aren't going to hurt us, Fluttersh—" the unicorn cut herself off as she glanced over her shoulder at the trembling pegasus. She followed her gaze, finding the object at the heart of her perturbation. "Oh..."

"I hate this memory..."

"Fluttershy..."

"Why couldn't I forget this one?" Fluttershy asked, glancing up expectantly at the overcast skies above before burying her head in her hooves, screwing her eyes shut. "Why can't things just go back to normal?"

"F-Fluttershy?"

"What?"

The yellow pegasus opened her eyes to find that the grassy valley they had been in had been replaced by a new place.

"Fluttershy, where are we?" Fluttershy looked to find Twilight standing over her... the unicorn's face pressed close to hers. Twilight seemed quite a bit smaller than usual. They were in a room that was familiar to the pegasus. The comforter, the bed, the windows, the door... the voices just outside. "Fluttershy... you okay?"

"Twilight, why are you a filly?" Fluttershy asked dumbly, the unicorn cocking an eyebrow as she took a step back.

"What do you mean, I was always a..." Twilight looked down to find that she indeed was no longer a full-grown mare, but a young filly. "Oh... you're different too."

"Hunh?" Fluttershy glanced over her shoulder to find that she too was a young filly again, gangly, awkward legs and all. Slowly she stood up on her disproportionately long legs, wobbling slightly as the bed gave beneath her.

"Er... can I touch the floor...?" Twilight asked nervously, the little unicorn filly eying the cloud floor of the room, reaching over the side of the bed to test the floor with a hoof.

"You should be fine, I think... this isn't real after all," Fluttershy replied before watching as Twilight hopped tentatively off the bed. As her hooves contacted the floor, the unicorn bounced slightly, a smile forming on her face.

"Oooh... it feels all squishy and nice." She let out a rather juvenile squeal of delight as she tried an experimental hop.

"Twilight?" Fluttershy watched as the little unicorn bounced up and down on the floor.

"Oh, I almost wish I was a pegasus now. You guys get to do this stuff all the time!"

"Twilight... are you feeling okay?" Fluttershy was used to the unicorn being somewhat excitable at times, but this seemed a bit excessive... especially as the unicorn bounced around the room, squealing in delight. "Twilight?"

"What's up, Fluttershy?" The unicorn landed with an enormous smile on her face, body buzzing with nervous, filly energy.

"Um... you seem a little... um... excitable. If you don't mind me saying so," Fluttershy muttered as she lowered herself off the bed, a knot forming in her stomach as the pair of familiar voices continued outside.

"Oh... Serious business. Right. Sorry," Twilight muttered her apology, grinning sheepishly as she halted her momentum.

"It's okay... I don't think it's your fault."

"Yeah, it's just that being like this," the little unicorn gestured to her now more diminutive form, "I feel so excited, I don't even know why."

"Maybe it's the way you told me your cutie mark story," Fluttershy muttered, brow furrowing in concentration. "I remember when you finished the story you wouldn't stop jumping around the table. I didn't think you'd ever stop... seemed as though you were pretty excitable as a little filly."

"Well... that explains that... but where are we?"

"This..." Fluttershy paused as she looked around the room, the voices from the next room were muffled by the walls, but she knew what they were talking about, she knew what came next. "This is where I grew up in Cloudsdale... with my parents..."

"Oh... so this is what a cloud house looks like on the inside?"

"Pretty much... not all of them are so nice though..." the pegasus hopped off the bed, but made no moves to go further.

Twilight didn't reply as Fluttershy stared at the floor, idly manipulating a bit of cloud with a hoof, shaping it into the shape of a little pony reared up on its hind legs, wings flared behind it before pressing it back into the floor with a quiet sigh.

"Do... do you want to talk about it?"

"There's not much point... I'd just be talking to myself," the pegasus snorted at the suggestion derisively before stepping to the door, "You'll hear soon enough anyways..."

"Fluttershy?"

"Just follow me..."

"Oh... um... okay," Twilight muttered submissively as the pair slipped into the hall.

The voices were more distinct now. They were still upstairs from their source, but the tone was undeniably one of frustration and anger. As they neared the end of the hall and the top of the staircase they could finally distinguish the voices as belonging to a male and a female.

As Fluttershy peered down from the top step, she could see her parents, just as she remembered them...

_The living room down below was mostly empty, the dining table and a long flat couch the only furniture in the room, as the pair of pegasi faced each other._

_ On the one side was a male pegasus, brown furred with a short blond mane and tail, a pair of blue-green eyes stuck in what seemed to be a perpetual look of weariness that belied his relatively young age._

_ On the other was a female pegasus, a grayish yellow fur covering her as a long red-brown mane ran down nearly to the floor, a pair of auburn eyes glaring angrily at the other pegasus as her long tail flicked about in agitation._

_ "It isn't fair! You know it isn't. None of this is right!" the female growled, jamming her muzzle directly into the male's face._

_ "Of course it isn't fair, but this is not wrong, Glory," he replied in a cooler tone, bending backwards as she pressed further towards him still, perhaps a step from bowling him over proper._

_ "This isn't about that... you know it isn't..." she trailed off with a huff, stepping away from the male as her wings trembled agitatedly at her sides. _

_ "But how can't it be... it always goes back to that, doesn't it?"_

_ "Dammit..." she cursed under her breath, head lowering. "Don't make this about that... we tried... we're still trying..."_

_ "We are... you said it was for the best..."_

_ "I know what I said... this isn't about that."_

_ "Then what is it?"_

_ "I... just... sit down, okay?" she put a hoof to her head._

_ "You ready to talk then?"_

_ "Just give me a second..." _

_ The male did as he was bidden, sitting down on the couch._

_ "Alright... all the time in the world," he said with a wry smile, drawing a soft half-chuckle from the female._

_ "Dammit, Roby... at some point you're going to have to just let me be angry."_

_ "Nah... I don't think I will," he smiled at her as she turned, returning the wry smile with one of her own, "I don't like you having to be angry... or sad."_

_ "Yeah... well, ain't you just a sweetheart..." she muttered, the blatant sarcasm undercut by her soft smile._

_ "I'm yours, Glory."_

_ "Dammit... stop being so damn nice and sweet." She stomped a hoof in frustration as she turned to face him fully._

_ He simply stayed silent this time as she stared at him with eyes filled with frustration and an odd, permeating sadness._

_ "You ready to be quiet?" she asked with a trembling voice._

_ He didn't answer with words, he simply nodded, sitting up on the couch as straight as he could as she let out a soft sigh._

_ "I had... I had dreams, Roby... a lot of dreams..."_

_ "I—" A hoof found his mouth as soon as it opened. He stared at it a moment before slowly nodding his head, the hoof leaving his mouth as Glory stared him down. With a sigh, he drew a hoof across his lips before crossing his heart with it._

_ "Good," Glory stated simply before she sat down next to him on the couch._

_ They were both silent for a spell before she continued._

_ "I know you know... but still... I had dreams. And none of them included any of," she paused a moment to wave a hoof at the sparsely furnished room, "This. This wasn't in the plans. I wasn't supposed to be settling down... I mean... someday yeah, but now?"_

_ "I..." A quick look silenced him once more._

_ "This wasn't supposed to happen like this. I wasn't supposed to be settling down with a foal and a stallion to take care of me. I had... I have dreams... dreams I'm never going to see through and it's eating at me. It feels about like that too..."_

_ "Like what?"_

_ She didn't hush him this time, merely chuckled sadly at the question._

_ "It feels like I've got something inside, eating away at me... like you could cut me open and there wouldn't be anything there any more. I feel hollow, Roby... I feel empty and it's killing me." She glanced up at the male as his forehooves shuddered nervously, unsure of whether to wrap around the mare or stay put. Eventually he drew her close, wrapping a wing around her for good measure._

_ "You... you shouldn't feel empty... you shouldn't have to," he muttered, seemingly unsure of his words._

_ "I know... and I think that's the worst part of it."_

_ He merely cocked his head at the admission, staying quiet as she pressed her head against his chest._

_ "Hehe... you smell like soup," she laughed a trembling, sad mockery of a laugh._

_ "It's ready any time, y'know," he shared in the laugh, staring down at the mare with a worried confusion._

_ "I know it is... I know you are," she muttered, "And that's the worst part... as much of a screw up this all is... I should be thanking Celestia that I should be so lucky. I've got a beautiful little filly... a loving stallion for the two of us... and all I can think of is my dreams."_

_ The male bit his lip, glancing away from the mare for a moment, wing shuffling her closer as he turned his gaze to the floor._

_ "Am I a bad pony, Roby?"_

_ "What? No..."_

_ "Then what is this?"_

_ "I... I don't know," he admitted, keeping his eyes on the floor as she tilted her head up, "I think it just means you're a pony... not a bad one... we all have dreams..."_

_ "Yeah... sure..." she said, obviously not believing his words._

_ "Hey, I have dreams too."_

_ "Roby?"_

_ "Yeah?" He looked down, their eyes meeting as she gave a soft grin._

_ "All this—" She motioned to the room with a wing. "—is your dream. You're the one who's cut out for this life... you're the one who wanted the Equestrian dream, two foals and a wife with a nice house and a good job. All we need is a pet and we've got your dream."_

_ "Isn't..." He bit his tongue softly, trying to keep the question from the air._

_ "Ain't it enough?" she asked._

_ He simply nodded._

_ "I wish it were... I just feel like I'm suffocating here, Roby. I want to stretch my wings, but it feels like I can't... I'm a pegasus, Roby, meant to be free in the sky."_

_ "I'm a pega—"_

_ "I didn't mean it like that... I wouldn't anyways. It's just too claustrophobic here." Slowly she slipped out from his wing, dropping to the floor and striding uncertainly for the door. "I... I just need to go stretch my wings or something."_

_ "Wh... when will you be home?" he asked in a soft voice, wing still stretched over the empty space where she had been._

_ "I'll... I'll be home soon," She whispered, glancing up the stairs, freezing as her auburn eyes met the soft turquoise of her daughters. "Hey, Shy-Shy."_

_ "Momma?" Fluttershy whispered, staying at the top of the stairs, her hooves wrapped around the top rail._

_ "You... you should be getting your rest, Shy. Little fillies need their rest," the older mare muttered, a hoof on the door as she smiled up at the little yellow pegasus._

_ "Are you leaving?"_

_ "Just for a little while, Fluttershy, I'll be back before you wake up tomorrow," she promised the little filly as she cracked the door open, the glow of the streetlight casting a soft orange glow over her, "Jus... just go back to bed and Daddy'll be there to tuck you in."_

_ "I'll... I'll be up in just a moment, Fluttershy," he replied, nodding to the mare as she slowly edged the door open fully._

_ "Oh... okay..." Fluttershy murmured, the tears in her eyes invisible in the shadows of the hall as she retreated out of sight, still listening as her parents continued to talk._

_ "By morning, right?"_

_ "I... I just need to stretch my wings... don't worry... I know what I have. Not gonna do anything too stupid. I can't be that much of a screw-up..."_

_ A half-hearted chuckle filled the air, trailing into silence before Fluttershy heard the door click shut._

_ "See you in the morning... Glory..."_

_ Hurriedly the little pegasus dashed back to her room, pulling the covers over herself. She lay in bed, quietly listening for her father's hoofsteps. Eventually she heard him drawing closer, her bed sagging with his weight as he crawled on top of it._

_ "Daddy?" Fluttershy choked out in a quiet voice._

_ "Hey, Shy," he whispered as he rubbed a hoof on the little pegasi's back, trying to massage away her tears._

_ "Is mommy mad at me?"_

_ "Oh, Fluttershy... Nopony could ever be mad at you... Mommy's just a little confused right now. She just needed some air..."_

_ "Will she come back?"_

_ "Of course, she will. She loves you, Fluttershy. She couldn't keep herself away. Nopony could."_

_ "Y-you pr-promise?"_

_ "I promise, Fluttershy. Cross my heart and hope to die."_

_ "Daddy?"_

_ "Yeah?"_

_ "Can I sleep in your bed tonight?"_

_ "...Of course you can, Fluttershy," he murmured in response, rolling off the bed before flaring his wings, quietly hovering over her. He gathered the now softly trembling filly in his forehooves before hovering down the hall to the master bedroom, setting her down before crawling into the bed himself._

_ "Th-thanks, Daddy."_

_ He was quiet for a moment as he shifted around beneath the comforter, freeing his forehooves to wrap around the little filly, drawing her close. She could feel his soft breaths on the back of her mane as he leaned down to softly kiss her forehead._

_ "Sleep well, Fluttershy. Tomorrow will be a better day."_

The air seemed to become suddenly cold, the warm breath vanishing as she felt a pair of eyes watching her, the comfort of the bed lost as she shuddered.

"Fluttershy?" a familiar voice echoed in the room.

The pegasus twisted around to find the purple unicorn looking at her with sorrowful eyes.

"She... she didn't come back did she?" She seemed on the verge of tears.

"No... she didn't..." Fluttershy set her head back down, closing her eyes as warm tears stained her cheeks. "H-he lied..."

~o~O~o~

_ "—your majesty__?"__  
><em>_ "__Yes... I am quite sure."__  
><em>_"But... if only we had a bit more time to examine the dangers."__  
><em> _"Time we do not have, councilor."_  
><em>"Your majesty, with all due respect, I hope you are looking at this as Princess of Equestria."<em>  
><em>"And what, pray tell, do you mean by that?"<em>  
><em>"Merely suggesting that you are not looking at this objectively."<em>  
><em>"Oh?"<em>  
><em>"Yes, your majesty."<em>  
><em>"..."<em>  
><em>"You are the regent of Equestria, ma'am. The leader of all ponydom... to act so rashly is... is..."<em>  
><em>"Unbecoming."<em>  
><em>"Perhaps a bit worse than that."<em>  
><em>"Perhaps. Perhaps."<em>  
><em>"Then can we call off this foolishness. To so willingly risk the elements... even for a conduit."<em>  
><em>"A hero, you mean."<em>  
><em>"Even for a hero, Celestia."<em>  
><em>"Ah, dropping the pretense, you're finally learning."<em>  
><em>"Celestia, as your friend, I only ask that you think long and hard on this."<em>  
><em>"I have, my student, I have."<em>

_ "Former student now, Celestia."_

_ "We are never truly more than students."_

_ "A wonderful sentiment, I am sure."_

_ "Let us speak without pretense or sentiment then."_

_ "Yes... let us."_

_ "..."_

_ "This is stupid."_

_ "Oh?"_

_ "This is stupid and foolish. Even for you."_

_ "..."_

_ "..."_

_ "You know that I could send you to the moon for that."_

_ "The bylaws may even require it."_

_ "Indeed."_

_ "..."_

_ "..."_

_ "Please... think... think carefully. As your friend, I ask you."_

_ "..."_

~o~O~o~

"Fluttershy?" A worried voice echoed in the darkness as Fluttershy stared into the shadowy abyss. She could feel a hoof shaking her gently, trying to break her from her mental stupor, but the pegasus simply lay there, unmoving. "Fluttershy?"  
>"He lied..." Fluttershy murmured, no joy nor sorrow in her tone as she spoke.<p>

It was simply a fact to be stated and recognized.  
>"He couldn't have known, Fluttershy?"<br>"He lied..."  
>"He couldn't have known what was going to happen... he didn't lie."<br>"He promised she'd come back... she didn't..."  
>"Fluttershy..." the voice murmured, the hoof leaving the pegasus as she drifted into the darkness, closing her eyes.<br>_"__S__nap out of it!"_

_"Whuh?" the little pegasus felt a set teeth grasping at her wing, pulling her head from its place in the cloud in a not so gentle manner._

_ "C'mon, Fluttershy! Everypony's already left!" As she trembled she felt the frustrated stare of a certain cyan pegasus on her back._

_ "I-I'm sor—"_

_ "I-I'm sowwy..." the rainbow-maned filly mocked as she came into view, eyes narrowed as she stared at the trembling pegasus before her._

_ "B-but..."_

_ "No, Fluttershy. I don't care if you're sorry. I don't care if you're scared!" The cyan pegasus paced around her, glaring ruby eyes always on her. "Nopony cares! Don't you get it?"_

_ "I... I..." Fluttershy stammered, tears welling up her eyes._

_ "Oh, don't even start that!" The cyan pegasus pressed her muzzle to Fluttershy's own as if to stare the trembling filly's tears right back into their ducts._

_ "Rainbow... It's just so..." Slowly the yellow filly peered over the edge of the cloud before skittering back immediately as she saw the ground so far below. "High," she audibly meeped, hiding beneath her hooves._

_ "But you, for Celestia's sake, you're a... uugggh!" Rainbow cried out in frustration, doing a short loop in the air to burn off some of the built-up aggravation. As her hooves made contact once more with the cloud, the rainbow-maned pegasus stood still, the frustration in her eyes replaced by confusion as the pair fell silent._

_ For a moment there was only the soft howl of the jet stream blowing around them, Fluttershy's pink mane blowing in front of her eyes as she peered out from beneath her hooves at her disappointed wingpony. _

_ "I'm sorry..." Fluttershy muttered quietly, turquoise eyes staring out from within the protective shelter of her hooves. _

_ "Yes... yes you are," she replied coldly, eyes narrowing to mere slits._

_ Dash glared at her fellow pegasus a moment longer before sitting down firmly on the cloud, entwining her fore-hooves in a clear sign of frustration. Fluttershy merely looked down at the fluffy white beneath her, digging out a small hole through which she could see the ground so far below. With quiet meep, the yellow pegasus curled into a tight ball, burying her face into her hooves and mane._

_ "You are sorry, Fluttershy... so... so sorry."_

_ With a gentle gust, she felt the other pegasus take off and suddenly she was alone on the cloud, the idle winds her only companion._

"Fluttershy?" A hoof, pressed to her flank, shook her gently. "Fluttershy, where are we?"

"Twilight?" The yellow pegasus lifted her eyes from the protective darkness of her hooves to the softly smiling face of her unicorn friend.

"Yeah... I'm still here, Fluttershy. I'm not going anywhere." She paused for a moment to look around and, as the unicorn stepped away, Fluttershy found herself in a familiar place. "Though, it looks like we have. Where are we now?"

"It's... it's Cloudsdale."

"Oh, well I think I guessed that much, but which part. This isn't the coliseum or the weather factory... kinda looks like a school of some sort," the unicorn mused to herself, taking in their surroundings.

"Well... it is a school. It's where they hold Summer Flight Camp every year too... and it's where I..." the pegasus trailed off into silence as she looked over her body, she was still a filly rather than a mare.

It felt strange to be so young again, all the ancient fears and worries beginning to flood back. She could see the gate where she'd been dropped off for the first day of flight camp, the thought of that day sending a shudder through her.

"Fluttershy? You okay?" somepony asked her, but they seemed distant as she stared at the gate.

_"Oh, you must be Fluttershy. Pleasure to meet you," a large pegasus mare intoned, smiling as she peered over a pair of horn-rimmed glasses._

_ Fluttershy shrank back from the mare, burying herself into the red-brown mane beside her, refusing to meet the strange mare's gaze._

_ "Fluttershy," came a slightly shocked voice, Fluttershy following the mane's motions as the pony attached to it sat down, wrapping a hoof around her. "Sorry... she's just a bit... well, shy."_

_ "Fitting name."_

_ "Yeah..."_

_ "It's a very pretty name too. Wouldn't say so, Fluttershy? It's a lovely name."_

_ "M-maybe...?" the little filly mewled quietly from within the protective curtain of her mother's mane before she slowly found herself lifted up._

_ "And she's a pretty, lovely one too, isn't she?" The mother stared at her with a bright smile and a pair of happy auburn eyes, eliciting an automatic smile from her daughter._

_ "Okay, momma."_

_ "I'll be just inside when she's ready, Miss...?"_

_ "Glory."_

_ "When she's ready, Miss Glory."_

_ "Okay," Glory muttered in reply as she rocked her daughter back and forth in her forelegs. "You're getting way too old for this, Shy."_

_ "Nuh-uhn."_

_ "Yuh-hunh, Shy," she replied, a soft nuzzle belying her disagreement. "Momma bird can't have her babies in the nest their whole life."_

_ "But I'm not a bird, momma."_

_ "No, but you are my baby," she declared before attacking the filly's belly suddenly with the deadly raspberry, coaxing desperate giggles from her daughter._

_ "M-mom!"_

_ "Remember not to leave your belly exposed... or the raspberry monster'll getcha!" the mare warned before diving back in, a fresh round of stuttered laughs filling the air._

_ "Momma!"_

_ "What?"_

_ "We're in public..."_

_ "Hey, if you're gonna be a foal, Shy-Shy, you're gonna be my foal," Glory smiled gently as she set Fluttershy back down on her hooves and stood up._

_ "I'll always be your foal, momma."_

_ "Of course you will, but you still got to be your own filly, Shy."_

_ "Bu—"_

_ "No 'buts' about it. Every pegasus goes through flight school. I did it, your dad did it and now you're gonna. It's just a part of growing up, honey."_

_ "I know..." the little filly muttered dejectedly, staring at her hooves._

_ "Don't worry, Shy. I'm sure you'll make plenty of friends..."_

The voice faded as Fluttershy glanced up to find the shimmering image of her mother fading away into the darkness.

"Mom!" she cried out.

Fluttershy lept for the mare, but her hooves were left grasping nothing but air as she fell hard to the compacted cloud beneath. The image of her mother twisting away like dust in the wind as a sudden chill took hold of the pegasus.

"Momma... come back..."

"Fluttershy?"

"What is it, Twilight?" The pegasus sniffled as she turned to look at the unicorn.

They'd been left alone by the fence; her school now lay shrouded in an infinite darkness. The sky and ground below Cloudsdale had vanished with the memory, the hollow structure of the school all that remained as a cool wind coursed over them, chilling her tears as they drifted down her cheeks.

"I... I don't think we can stay here, Fluttershy," the unicorn stated nervously, her eyes fixed on the facade of the school as it began to warp and tear.

"Why not... it's as good a place as any..." the pegasus muttered, slumping to the ground.

"Fluttershy? We need to go... like, now."

"Why?"  
>"Because if we don't go—"<p>

The unicorn was cut off as the building shifted with a thunderous crack, the facade falling away and through the cloud ground before the rest tilted into the newly formed hole, disappearing into nothingness.

"Go where?"

"I don't know!" the unicorn yelled out before sinking down next to the pegasus. "I... I don't know, Fluttershy... but we can't just stay here... it's coming here."

"Let it... maybe then this will all make sense."

"Look around, Fluttershy," Twilight commanded, waving a hoof towards the gaping hole in front of them, the far end of the fence slowly peeling away into it. "There won't be anything left when it gets here."

Fluttershy stayed quiet, watching the fence as it slowly disappeared into the hole.

_What is wrong with me?_

"I don't think it's normal, Fluttershy," the unicorn answered the unasked question. "I think it's doing it... whatever it is."

"But why?"

"I don't know, but you can't let it. We both know that."

"O-okay..." Fluttershy mumbled as she rose unsteadily to her hooves. "But how do we get out of here?"

"I don't... Just give me a second to think about it..." Twilight replied, trotting over to what remained of the fence before running a hoof thoughtfully over the gate, bits of the cloud that formed it peeling away in her hooves before drifting lazily away.

"What are you thinking, Twilight?"

"About what you were thinking..." the unicorn mused mysteriously before turning back to the pegasus. "What were you thinking about, Fluttershy?"

"It was... um..." A gentle pain at the back of her head made her wince as she tried to remember. "I think it was... it was my mom... and my first day of flight camp."

"What else?"

"And... and..." The pain increased as she thought back.

_"Snap out of it!"_

The words were a slap of cold water against her face.

"The first time I met Rainbow Dash..." Fluttershy visibly winced as Twilight set a comforting hoof on her shoulder. "It, um... wasn't a very nice memory..."

"That's okay, Fluttershy... I think we have a plan now."

"We do?"

"Yep!" The unicorn trotted away with a visible bounce in her step. "Tell me, what's been consistent this whole time, Fluttershy?"

"Um... nothing really. Just some... unhappy memories."

"Exactly!"

"Exactly what?"

"Memories, Fluttershy, memories. They're the key. That's whats been off... that's what's missing! That's why you can't remember—"

Fluttershy buried herself into her hooves at the high-pitched scream the came from Twilight mouth, a blinding pain splitting the pegasi's skull. The world blotted out for a moment, nothing but pain and a yawning void of darkness as her vision swam.

"Fluttershy! Fluttershy, are you okay?" Twilight asked worriedly, a hoof on the pegasus's back as Fluttershy shivered in pain, her breath coming in ragged gasps.

"N-n-no... I'm not... it hurt... so bad..."

"I-it's okay, Fluttershy... we'll sort through this... we'll get them back somehow."

"A-all our friends?"

"Yes... I promise..."

"O-okay..." she whispered as she struggled back to all fours, Twilight beside her for support. "S-so we kn-know it's me-me-memories now... wh-what do we do?" she asked, voice coming out in halting stutters as she prayed for the throbbing pain to fade.

"Think about it. We're in your head. This is your mind. These are your memories. Even me!" She punctuated each statement with a gentle nudge of her hoof, a smile growing on her face as she hefted the pegasus up.

"So... whatever it is—"

"Is playing on your terms. I think so."

"Okay... so what do I do?"

"Er... I don't know? We use that somehow..."

"Oh... right. Well, we keep visiting memories, right?" Fluttershy lowered her head in thought as they walked slowly away from the growing chasm behind them.

"Yes."

"An-and we end up following them... so... maybe I just have to remember someplace... a better place."

"A better time might be good too," the unicorn muttered, head twisted around to watch the hole. "I don't think we have all that much left in this one."

"Okay... just gimme a moment."

Fluttershy leaned heavily against the unicorn as they continue their slow walk, closing her eyes as she tried to think of a memory. She thought back to that morning, to waking up in the emptied cottage, to the all-encompassing darkness...

"Fluttershy! Don't think about that! It's making it grow faster!"

"Oh... sorry..."

With a grimace on her face, she tried to think back to her fillyhood, her foalhood ever, a scattering of memories coming out in a jumbled mess of images and voices. She could feel sweat beading on her brow as she tried to sort through them.

_She was standing in back of a rock, terror coursing through her as bits of it fell away to reveal..._

The pain returned at the mere thought, not as strong, but enough to drown out her thoughts, driving her back to the present.

"Something earlier maybe..."

"Okay..."

_"You're pathetic... I can't believe I got saddled with pegasus that's afraid of heights... what kind of pega—"_

"Not that kind either!"

"Oh... um..."

She screwed her eyes shut, before opening them again. Glancing back, she stared at the gate, watching as it crashed into the abyss, the clouds behind them beginning to sink into it as they trudged slowly away.

But her thoughts weren't on the gate... they were on the comforting scent of her mother's auburn mane... the scent of boiled carrots and celery... the softness of their embrace...

~o~O~o~

_She had come home from flight school to find her dad alone, the door to their cloud house left slightly ajar. He'd lept up excitedly for a moment before settling back down onto the couch._

_ "Sorry, Shy. Thought you were your mom for second..." he trailed off, his excited grin never leaving his face as he patted the cushion beside him._

_ "I'm not that big, daddy." Fluttershy replied, hopping up onto the couch and pressing into her father's embrace._

_ "You so sure?" He looked her up and down, a look of incredulity on his face. "You look like you're a full-grown mare to me."_

_ "Daddy..." Fluttershy laughed before giving the stallion a quick peck on the cheek. "I'm not full-grown."_

_ He paused a moment, running a hoof through her mane before giving her a quick kiss on the forehead. "How's school been, Shy?"_

_ "It's been... okay."_

_ "How's your flying?"_

_ "It's getting better... Rainbow's been teaching me!" She said, a sudden excitement in her voice as she flapped her wings hard, launching herself into the air somewhat unsteadily before rising into a hover. "See, daddy!"_

_ "I see you, Fluttershy," he replied with a smile, watching the violent beating of her still-developing wings as she buzzed around the inside walls of the house. "Just be careful of—"_

_ Fluttershy found herself in a sudden daze as her head smacked into the light fixture that dominated the center of the ceiling._

_ Birds dancing around the corners of her vision, the little pegasus felt her wings beat out of rhythm before halting their motions as she fell a few feet before a pair of hooves caught her._

_ "Gotta watch where you're flying, Shy," he whispered to her, face contorted in worry as he hovered into the kitchen, the stunned filly in his hooves. Setting her down on the kitchen table, he dug through the ice box and emerged with a bag of ice clutched in his teeth._

_ "I'm... I'm okay..." the filly pegasus stated as she shook her head, trying to clear away the birds that danced merrily at the edges of her vision._

_ "Well, let's do this just in case then..." he trailed off as he placed the ice bag gingerly onto a rather sensitive part of her skull. "Doesn't look too bad..."_

_ "Th-thanks, Daddy..." she whispered as her vision cleared and her head began to throb gently. Taking her forehoof in his own, he placed her hoof atop the bag._

_ "Alright, now just keep a hoof on that for a bit... should get the swelling down..."_

_ "Swelling? What happened?" a worried voice asked, causing the male to flair his wings in surprise, nearly knocking the ice pack off Fluttershy's head._

_ "Glory?" He turned to reveal the pegasus mare standing by the front door, soft bags ringing her eyes as they peered into the kitchen with worry._

_ "What happened to Fluttershy, Roby?" she asked curtly, trotting over to the table._

_ "Sh-she just got a little over excited about flying... bumped her head on the ceiling light," he replied, withering a bit beneath the power of the mare's focused glare._

_ "S-sorry..." Fluttershy mumbled softly, adjusting the ice pack. "I didn't mean to..."_

_ "It's not your fault, honey. We all get a little excited sometimes," he hushed the little filly, giving her a soft nuzzle as the stare slowly softened._

_ "Your daddy's right, Shy. We all get a little too excited sometimes." The mare fell silent for a moment, the filly watching as her parents shared a curious look. "Are you okay?"_

_ "I feel a little better already," the filly muttered, lowering her eyes the floor before returning them to her mother, glowing with excitement. "Oh, but you should have seen me!"_

_ "She's got a bit of her momma in her, Glory," the male said, putting a hoof on the filly's back. "Think she's got a natural flier in there... shoulda seen her buzzing around the room like a hummingbird."_

_ "It was great, momma!"_

_ "I'm sure it was, baby," Glory replied with a forced grin as she brushed Fluttershy's mane away from her face._

_ "How..." Roby bit his lip before continuing. "How did the try-outs go, Glory?"_

_ "Oh... that can wait for now," she answered with a soft chuckle, lowering her head slightly as if trying to duck beneath the stallion's gaze. "How was school today, Shy?"_

_ "It was good... Rainbow's been helping me out a lot!"_

_ "Rainbow seems like a good kid... you should invite her over sometime."_

_ "Really, that'd be wonderful..." Fluttershy mused, a smile that strained her mouth now thoroughly plastered on her face._

_ "Yeah... how about this weekend?"_

_ "Really? This weekend, this weekend?"_

_ "Of course." Her mother nodded, the same half-smile on her face, but the filly couldn't see it through the sudden wellspring of anticipation that flooded her conscious._

_ "I'll ask her tomorrow," Fluttershy stammered excitedly, the pain of her head forgotten as Roby quietly lifted away the ice pack._

_ "Alright, doesn't look like anything major... you're good, Shy." He helped her off the table and to the floor. "Just be extra careful to watch the ceiling when you fly indoors, 'kay?"_

_ "Okay, daddy."_

_ "Alright, why don't you go sit in the living room while your mother and I make something for dinner," he said, nudging her towards the living room with a not so subtle brush his wing._

_ "Okay," Fluttershy replied, trotting into the living room and plopping down onto the couch, grabbing a magazine from beneath the table. 'Wild Equestria' it was titled, the cover a picture of a mother manticore nestled with her young, a rather cute image considering the creature's reputation. As she began to leaf through the magazine, the kitchen remained quiet for a few minutes._

_ Soon enough, however, it was filled with the sounds of clanging pots and pans, and a steady rhythm of cupboards opening and closing. Fluttershy lay on the couch, half-reading, half-resting as the smell of boiled vegetables began to fill the room._

_ With the smell, however, came the hushed voices of her parents as the little filly listened in without really meaning to._

_ "So... how did the try-out go?" Roby broke the silence, keeping his voice as casual and nonchalant as possible._

_ "How do you think?" Glory hissed back._

_ The kitchen fell quiet again save for the sounds of cookware, a knife striking a cutting board in a steady rhythm._

_ "It... it didn't go well... I don't mean to snap at you like that," she answered herself with a soft sigh._

_ "I know you don't..."_

_ "Yeah, well... I still shouldn't be like that."_

_ He didn't reply, seemingly focused on preparing the food._

_ "Roby... say something."_

_ "Just... just don't worry about it so much... we'll be okay."_

_ "I know we will... it's just... nevermind..."_

_ "No... tell me."_

_ "It just kills me, y'know?"_

_ "No... I don't. I really, obviously don't."_

_ "I... I don't know how to explain it... at least not with sticking my hind hoof in my mouth six ways from Sunday..." She laughed a nervous broken, stuttered laugh. _

_ "Still aren't getting out of talking, Glory. You can't keep on keeping on like this..."_

_ "I know I can't... one day things'll get better and everything will be sunshine and rainbows... some manure like that, right?" Her voice cracked, seeming on the verge of tears as she tried to chuckle at her own words._

_ "Yeah... something like that."_

_ "Y'know... before all this... I wasn't all the happy."_

_ "And now?"_

_ "Gettin' to that..."_

_ "Alright."_

_ "Before all this... I wasn't happy... didn't much care... didn't pay much attention."_

_ "Then..."_

_ "Then I was scared... terrified... not so much about it... but about everything besides it. I had a plan... follow in daddy's hoofprints. I was all set to too..."_

_ "First in your class, former captain of the Junior Speedsters... all lined up... I know..."_

_ "Then I messed up... messed up bad..."_

_ "It wasn't so bad..."_

_ "Not talkin' about that, featherbrain." A laugh belied the insult. "Nah, I messed up before that... s'why I ended up meeting you in the first place... betcha didn't know that part, didja? Hunh, smarty-smart-smarty?"_

_ "One point to Glory."_

_ "Yeah... well, I think I damn near got myself black-listed... turned out I didn't, but now..."_

_ "...it feels like it's too late."_

_ "Something like that."_

_ "So... what were you thinking when..."_

_ "Complete terror... what else?"_

_ "Ah..."_

_ "It's not like that, Roby... it hurts that you think so."_

_ "I didn't say anything."_

_ "Yeah... well... silence is a bit damning..."_

_ "Hey, Shy's right there... language."_

_ "Don't hush me, Roby... just don't."_

_ "Just... keep it down..."_

_ "I don't have any regrets there, Roby... get that through your skull... no regrets."_

_ "Then why do you do this to yourself?"_

_ "Do what?"_

_ "Set yourself up for disappointment... you're gonna be moping around here for days."_

_ "Hey, at least I'll be around for Fluttershy."_

_ "That isn't fair."_

_ "No... it ain't."_

_ Their voices disappeared, the sound of the tea kettle going off blotting them out for a time as Fluttershy read through a description of a dragon making its den in the mountains near Fillydelphia._

_ "Heck, I don't know... could do me some good, Roby."_

_ "What do you mean?"_

_ "Sunshine and Rainbows, Roby. If Shy's friend lives up to her name, I'll have both over the weekend... hey... we should make a day of it... go to the fair or something. How come we don't go to the fair anymore? Shy's always liked the animals..."_

_ "Yeah... she does... but you remember why we don't go."_

_ "Oh... right..."_

_ "B-but... I dunno, maybe things'll be better now... we're all a little older."_

_ "Yeah... more mature or some junk, right?"_

_ "Something like that... Hey, Shy!"_

_ "Daddy?" The filly jolted up from her half-sleep on the couch, peering over at the kitchen to find the table already set._

_ "Time for dinner, honey."_

_ Fluttershy simply stared at the pair as they sat down around the kitchen table. The perfect tableau of a pony family before her. She saw what she hadn't noticed before. She heard what she'd not heard before._

_ "Fluttershy...? Hey... Fluttershy?"_

_ She saw what she hadn't wanted to notice._

~o~O~o~

"Hey, Fluttershy?" A voice broke her concentration as the yellow pegasus stared at the empty kitchen before her, a purple unicorn off to the side, waving a hoof in front of her face. "Fluttershy? You there?"

"What happened?"

"Well... I think it worked... but I think this one might be only temporary," Twilight stated, pointing a hoof behind the pegasus towards the front end of the house. As Fluttershy twisted her head around to look, she gasped at what she saw... or, rather, at what she didn't see.

Behind her, where the front of the house should have been was a blank white. Not a white cloud wall nor even the lack of a wall and sky outside, but just a lack of anything.

It was empty space and, as her eye drifted to the edges of this patch of non-existence, she saw that it appeared to be growing. As she looked at the corners of the room, they bled away like sand falling into a dust storm, the tiny grains of existence whipping away into the white abyss.

"Oh, my goodness," Fluttershy meeped quietly, darting from the couch to hide behind Twilight, the unicorn merely giving a soft snort at the pegasi's antics.

"Fluttershy, we've got part of the puzzle now. We don't need to be afraid of that."

"We don't?"

"No, we don't," she reassured the trembling pegasus. "We just have to figure out a way to use this to our benefit... we have to figure out a way to get her back."

"Rainbow Dash?"

"Precisely."

"What do I do then?"

"Isn't it obvious?" the unicorn asked, glancing over her shoulder, eye brow cocked.

"Um... no?"

"A memory of your parents brought us here... so if you can grab a memory of Rainbow Dash, maybe—"

"Maybe we'll find her! You really think so?"

"I do, but who knows?" The unicorn shrugged, looking at the pegasus with another pony's familiar, devil-may-care smile on her face. "It's worth a shot, right?"

"Okay," Fluttershy replied, summoning all her courage as slipped out from behind the unicorn, staring at the crumbling memory in front of her. "Let's do this."

~o~O~o~

_**Last Updated:**_

_**December 19th, 2011** _


	10. Arc 1: Perturbation, Part 6

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 6**

~o~O~o~

_"—has been cleared and court has been canceled for the evening."_

_ "Good..."_

_ "Milady?"_

_ "Is there more?"_

_ "Yes, madame, your councilor—"_

_ "Wishes for me to reconsider once more?"_

_ "Yes, milady."_

_ "Tell him that I have long considered it and that I apologize for our not being able to come to a more mutually agreeable outcome."_

_ "Milady?"_

_ "He'll know what I actually mean."_

_ "..."_

_ "Don't look so worried. He's not as scary as he acts."_

_ "To you, perhaps, milady."_

_ "Touche..."_

_ "..."_

_ "..."_

_ "And of the... other preparations, your majesty?"_

_ "Have them brought here and send for the conduits."_

_ "When would you like to receive them?"_

_ "As soon as it is possible."_

_ "..."_

_ "You are excused."_

_ "Your majesty?"_

_ "Is there something on your mind?"_

_ "Er... well, yes. Though I fear it is not be my place to say."_

_ "You may speak regardless."_

_ "Thank you, your majesty."_

_ "..."_

_ "I wish to give my thanks. The young lady deserves as much... I think so at least."_

_ "..."_

_ "Good luck, your majesty."_

_ "..."_

_ "..."_

_ "To us all..."_

~o~O~o~

_ "C'mon, Fluttershy, we should totally try the zip line again!"_

_ "I-I don't know, Rainbow... it's really more for the younger ponies, isn't it?"_

_ "Yeah, the ones that can't fly yet, but c'mon, it's still fun!"_

_ "I-If you say so..."_

_ "Then, c'mon. Let's go while the line's still short!"_

_ A pair of cyan hooves met flank as the yellow pegasus was pressed unceremoniously into the line, a sheen of nervous sweat forming on her forehead as her hooves left furrows in the clouds. Her stomach had only just caught up with the rest of her body mere moments prior and already she was being pressed back towards what was surely becoming the bane of her existence... or at least bane of the last half-hour as they took their place in the queue for the fifth of sixth time._

_ As the cyan pegasus danced excitedly in the line, Fluttershy glanced back to where her parents had sat down on a patch of clear cloud. The little yellow pegasus could feel her heart leap into her throat as she watched their expressions, but, try as she might, she couldn't make heads nor tails of them. The pair of older pegasi sat beside one another, flank to flank as they spoke without looking at one another._

_ Her mother wore an unreadable smile, her eyes towards the line in which Fluttershy and Rainbow Dash currently stood waiting. Her father's expression was nearly blank, his eyes focused on the wandering crowds that marched up and down the fair boulevard._

_ "Hey, Fluttershy, you okay?" A voice broke the Fluttershy's concentration as she lowered her gaze to the shorter, spiky-maned pegasus with her._

_ "Oh... I'm fine..."_

_ "You sure?" Dash inquired, examining her friend idly. "You look a little bit greener than usual."_

_ "Oh... maybe I'm just a little, um... queasy."_

_ "Queasy? From that?" the rainbow-maned pegasus asked in disbelief, jabbing a hoof in the direction of the zip line._

_ One end of the line connected to Cloudsdale and the other end attached on the ground far below. The sight alone of the rope stretched out so far below sent an involuntary shudder through the pegasus, her wings ruffling nervously._

_ "It's just... really far..."_

_ "Aww... c'mon, Shy," the rainbow-maned pegasus said, hitting Fluttershy softly in the shoulder with a hoof. "I thought you were over that... I mean, c'mon, a pegasus afraid of heights?"_

_ The yellow pegasus didn't answer, turning away from her friend as she shuffled her hooves nervously. She knew she shouldn't be so afraid of heights... she was a pegasus. The air was her meant to be her element, her domain. It was just that... everytime she looked down from Cloudsdale..._

_ "Hey... um, it's cool if you don't want to do it again," Rainbow offered, trotting up beside Fluttershy before giving her a reassuring nudge." I mean, you did look a little sick after the last time... maybe you've, uh... got a bug or something."_

_ "Maybe."_

_ "Wanna go sit down for a sec?"_

_ Fluttershy simply nodded, her eyes watery as she was led out of line to a nearby, clear patch of cloud. The pair sat down, Fluttershy stretching herself out flat on the ground, her eyes back on her parents, watching them through the gaps in the crowds of ponies meandering the thoroughfare._

_ "You sure you're okay?" Dash asked in a strangely quiet tone, drawing the yellow pegasi's attention. "You've been kinda quiet all day... even for you."_

_ "I'm okay."_

_ "Sure?"_

_ "Yeah." Fluttershy replied stoically, closing her eyes as she felt a soft breeze course over them._

_ "I mean... I know I'm not the best at this kinda junk... but if you want to talk or whatever... I'm still here, Fluttershy. I'm your wingpony after all."_

_ "I know you are..."_

_ "Fluttershy?"_

_ "Yes, Twilight?"_

_ Fluttershy's eyes immediately snapped open to find the purple unicorn before her, a filly just like herself, while Rainbow Dash stood to the side._

_ "Twilight? Who the hay is Twilight?" Rainbow echoed as she shifted her gaze from Fluttershy to the unicorn. "You know her?"_

_ "Y-yes..." the thoroughly baffled pegasus replied, staring at the filly unicorn standing before her with a smile on her face._

_ "I think we did it, Fluttershy!" the little unicorn yelled out excitedly, bouncing like... well, like a little filly unicorn, circling around the pair of pegasi._

_ "What? What'd you do?" Rainbow asked, rubbing a hoof against her head as she tracked the excitable filly's bounces. "Am I being pranked or... hey, wait a second..."_

_ "We did it, Fluttershy! We did it!"_

_ "Wh-what'd we do, Twilight?"_

_ "We did this!" Twilight stopped bouncing, coming to a stop before the yellow filly before motioning around with her hooves. "I'm not supposed to be here, Fluttershy! Not like this at least. We're figuring it out!"_

_ "We are?"_

_ "Of course we are, silly," she replied with a bright smile, giving the pegasus a quick, friendly nuzzle before returning to her bouncing._

_ "Wait..." Dash intoned, staring at the unicorn as she continued in a circle around the pair._

_ "What is it, Rainbow?" Fluttershy asked as she rose to her hooves, eyes turning from the bouncing unicorn to the puzzled visage of her pegasus friend._

_ "She's a unicorn."_

_ "Well... of course she is..."_

_ "You're friends with a unicorn?"_

_ "Well, yes... so are you."_

_ "Okay, gonna ignore that for a sec... you're friends with a unicorn?"_

_ "Yes, I am."_

_ "A unicorn in Cloudsdale."_

_ "Yes, Rainbow."_

_ "A unicorn... walking around Cloudsdale... Am I the only one seeing the problem here?"_

_ "Oh, Rainbow, just because she's a unicorn doesn't mean she..." Fluttershy trailed off as her eyes went wide. As she spun around to locate the unicorn, she found her eyes stuck on a filly-sized hole in the clouds from which she could hear a distant, wailing scream._

_ "Where'd she—"_

_ "Twilight!" Fluttershy didn't hesitate, diving through the cloud after the falling purple unicorn with a powerful flap of her wings._

_ "Fluttershy!"_

_ The unicorn's voice called up to her as the yellow pegasus stretched her body out and folded her wings down, feeling the wind tearing at her body as she dove for the flailing pony tumbling far below. The yellow pegasus could feel the chill of the high altitude and clouds as she pierced them, the glow of the setting sun casting a yellow hue over the cloudscape that stretched out as far as her eyes could see. Out of the corner of her eye, she could see the royal castle in Canterlot in the distance, the moon peaking out from beside it. One eye on her target, she stared at the moon at the very edge of her vision, feeling something strange._

_ An odd presence drawing her attention as the dark stain stretching across the lunar body came into view. The mare in the moon stared at her as Twilight's panicking form grew larger._

_ Growing larger and closer. _

"Fluttershy, quick!"

"Oh my goodness, oh my goodness..."

The pegasus heard the familiar scream as she shot downwards, eyes tearing up as the wind cut at her face. Far below, as the ground rushed up to meet her, she could see a familiar cliff side in the middle of the Everfree forest.

Twilight's piercing scream brought the yellow pegasus back to her target as she grasped one of the unicorn's hooves...

...and Rainbow Dash grabbed the other.

"Phew..." Twilight breathed a sigh of relief as she found herself supported securely by the pair of pegasi. Suddenly, she slipped a bit from Fluttershy grasp and quickly they lowered towards the ground.

"Sorry girls. I'm not used to holding anything more than a bunny or two." Fluttershy blushed nervously, Twilight's eyes on the cliff face as they descended.

As they reached the ground, setting the unicorn down safely, Fluttershy turned to face her friends... or what was left of them...

"Twilight?"

"I know..."

Fluttershy looked to find it was just three of them, a trio of blank, pony-shaped statues standing frozen beside them. She could feel a cold chill as darkness descended on them, the light of afternoon blotted out by the eternal night that Nightmare Moon had brought with her.

"The hay is going on here?" a brash voice demanded, drawing both ponies attention.

"Rainbow!" Fluttershy gasped out, immediately tackling the rainbow-maned pegasus to ground and squeezing her tightly around the middle. "Rainbow, you're here!" She nuzzled the cyan pegasus, resting her head just beneath the other pegasi's chin.

"Yeah, I'm here! But where the hay is here and... oh..."

"What is it, Rainbow?" Fluttershy asked worriedly, allowing her fellow pegasus to roll to her hooves and stand as the yellow pegasus let her friend slip from her grasp.

"I think, uh... I think my brain just caught up or something... and..." The pegasus shook her head furiously for a moment, before hitting it with a hoof a couple times. "What's going on here, Twilight? One second I was back in Cloudsdale... as a filly. Now I'm in Everfree with you girls and I'm back to being a mare."

"I don't really have the specifics," Twilight replied, scratching at the back of a foreleg with her opposite forehoof, "but, as far as I can tell, none of this is real... even we're not real."

"You, me and Fluttershy?"

"No... just you and me... we're in Fluttershy's head, I think."

"Um... girls... if you wouldn't mind?" Fluttershy interrupted timidly.

"What's up, Fluttershy?" Twilight smiled brightly at the pegasus, excitement hardly contained.

"Can you not talk like I'm not here... if that's okay with you..."

"Sorry. This is just a bit complicated and well... really weird."

"Wait, so, we're in your head?" Rainbow asked, bringing her muzzle within a few inches of Fluttershy's, examining the yellow pegasi's head as if looking for an entrance.

"It seems that way..."

"But you're here too?"

"Y-yes." Fluttershy shrank back from the rainbow-maned pegasi's attentions.

"How does that make any sense? I mean, I feel real and all," Dash exclaimed, before biting down on her foreleg. "Ow! Able to feel pain too."

"Rainbow, you're not dreaming. Don't be silly."

"Well... if I'm not me, then where am I? The real me, I mean..."

Rainbow staggered back as a pair of yellow hooves wrapped themselves around her, Fluttershy burying her muzzle into the cyan pegasi's chest.

"Er... Fluttershy?"

Fluttershy didn't answer; she simply pressed herself against her fellow pegasus, the blue fur dampening with tears.

"Fluttershy? Twilight... what's wrong with her?" Dash asked, the tiniest tremor of fear underscoring her voice.

"Um... Rainbow Dash... I don't really know how to put this but... you... the real you... died."

"What?"

The cyan pegasus sat down... she sat down hard, taking the teary yellow pegasus with her. Fluttershy pressed herself into her friend's chest harder as she felt an awkward hoof pressed between her wings.

"It's okay, Dash... you're here now," Fluttershy whispered, the tears dying down a bit as she squeezed the cyan pegasus as hard as she could.

"I... guess..." she choked out in response, running a hoof down Fluttershy's back in jerky, unsteady motions. "Kinda can't breathe, Shy."

"S-sorry..." Fluttershy murmured as she released the rainbow-maned pegasus from her grip and sat down beside her, leaning her head onto her friend's shoulder.

"So... um... how did it happen?" Rainbow asked before coughing softly. "Was it awesome?"

"Really, Rainbow?" Twilight asked incredulously, cocking an eyebrow at the now smirking pegasus. "You just found out the real you is dead and that's what you want to know."

"Hey, if it happened, it happened. No use in being sad about it forever," Rainbow shrugged, continuing to rub a hoof down her fellow pegasi's back. "And besides... I'm curious."

"Yep... you're Rainbow Dash alright." Twilight chuckled, trotting over to the cyan pegasus and giving her a friendly nuzzle. "Good to have you with us."

"Yeah... with you where though?"

"You don't recognize it?"

"Well, yeah. That's the cliff where... oh..." The rainbow-maned pegasi's face fell as she looked from the cliff to the motionless statues beside them. "I get it. This is the night we defeated Nightmare Moon..."

"Exactly." Twilight nodded, motioning to the night sky, the moon lighting the cliff face, it's surface devoid of the gray silhouette that had marred its surface for a thousand years.

"So... if this is a memory... what does that make us?"

"Er... well, I guess we're memories too... but I don't really know to be honest," Twilight admitted, her face flushing a deep purple as she pawed at the loose dirt.

"I think..." Fluttershy began before falling silent, eyes flipping between Twilight and Rainbow as the yellow pegasus chewed on her lower lip.

"Spit it out, ponygirl," Rainbow said with a gentle smile and roll of her eyes. "It's not like we're going to make fun of you. We're not real anyways."

"Well... um, like Twilight said, I think you two are memories too... or a mash of them," Fluttershy whispered, brow furrowed as she thought back on all that had happened in what felt like only a scant few hours.

"Hmm... a conglomeration of memories given mild sentience... sounds like a legitimate theory, Fluttershy," Twilight commented with a slight grin. "Better than anything I could have come up with... though... I am you in that case, so I guess it's exactly what I could have come up with."

"'Kay, so we're glomerated whatsits given whatever," Dash motioned with a hoof for Twilight to get on with it. "So, what're we doing here?"

"Well... I was figuring that we needed to look for you."

"Why?"

"Um... well, since all this started with you... I thought it might end with you too."

"Okay, then... you've got me. Now what?"

"Er... I don't know?"

"Uggh..." Rainbow promptly collapsed to the ground with a sigh of exasperation.

"What are we trying to do, Twilight?" Fluttershy asked with a genuine curiosity, remembering the unicorn's panicked words at the library.

"Well... we needed to find Rainbow. I honestly thought something would happen when we did, but apparently not." The purple unicorn flipped her tail in agitation as she paced before the pegasi.

"Back at the library... you kept talking about going back to where this started too."

"Well," Twilight began with a chuckle, "I don't think we get much more beginning than this night... and..."

"Oh..." The thought had struck both at the same moment, Rainbow staring at them with curiosity as they fell completely silent, just staring at one another as a pair of grins slowly formed.

"Uh... either of you gonna give a confused pegasus a break here?"

"Rainbow, don't you see?" Twilight asked, an undercurrent of excitement in her voice.

"This all started when we went to that old castle," Fluttershy continued.

"Old Castle? Where we beat Nightmare Moon?"

"And that snake golem too," Twilight added.

"Snake what-um?"

"Big, giant snake... you were bit by it." Twilight stared at the cyan pegasus for a moment before coming to a conclusion. "You don't remember that?"

Rainbow shook her head.

"Do you remember bucking that dragon?"

"Yeah. Still don't know why you let him off like that though," the cyan pegasus stated with an indignant huff. "He was still a jerk for taking a nap there."

"What's the last thing you remember before now, Rainbow?"

"Um... I went over to Fluttershy's cottage... she was showing me how to make soup from scratch," Rainbow answered, drawing a smirk from the unicorn. "What? My parents were coming to Ponyville. I'm supposed to entertain them or whatever..." She continued, a soft blush creeping its way over her face.

"Fluttershy?" Twilight turned from Dash to Fluttershy only to find the yellow pegasus curled up in a trembling ball beside them.

"Y-yes...?"

"Fluttershy, you okay?" Dash asked, eyes widening at her friend's condition.

"F-fine..." she whispered through chattering teeth, fearful eyes darting between the pair as they looked upon her with concern. "P-please..."

"Please what?"

"Please don't make me remember it..."

"Er..."

Twilight tapped a hoof thoughtfully on her chin as Rainbow placed a hoof on Fluttershy's shoulder.

"What don't you want to remember?" Dash asked, her voice sounding distant as the yellow pegasus stared from behind the protective shield of her mane at the purple unicorn.

"Fluttershy... I think you have to."

"No... I don't want to... Rainbow's here... if I remember... she might... she might..."

"What's she talking about, Twilight?"

"She doesn't want to remember you dying, Dash..."

"D... does she need to?"

"I think she might..." Twilight whispered in reply. "There's something keeping her here, Dash... something really bad. It all started with that... if we go back to the beginning... that beginning, then we might be able to figure out what's going on before it's too late."

"Too late?"

"Yeah."

"Oh..." Dash was quiet for a moment before she burrowed underneath the yellow pegasus and standing up, leaving a shocked Fluttershy sideways on the cyan pegasi's back.

"Rainbow?" she gasped out, kicking her legs softly as she tried to roll herself off of her friend.

"Fluttershy. Are you listening to Twilight?"

"Y-yes..."

"Do you understand her?"

"Yes..."

"Alright," Rainbow muttered, dipping her head to allow the yellow pegasus to slide off onto her own hooves. "I'm not going to abandon you Fluttershy. I might be a memory or conglomeration or whatever the hay, but I am still Rainbow Dash, got it?"

"Yes... thank you."

"Okay... now, I want you to listen to me carefully. If there's something in you, something bad, then you... we're gonna have to do something about it," she spoke cautiously, rose-colored eyes focused on Fluttershy's own turquoise orbs. "I'm not going to have my best friend from Cloudsdale sitting around moping while mind worms or whatever eat her brains."

"Mind worms?" Twilight snickered a little, drawing out a smile from both pegasi.

"First thing that came to mind. Sue me."

"I think you read too many of those science fiction comics, Rainbow," Fluttershy muttered, a small smile growing on her face.

"Well, I read a lot of them with you, if you remember."

Fluttershy simply smiled at the rainbow-maned pegasus for a moment. Even if she wasn't the real Rainbow Dash... she still was. That thought alone made her feel far more at ease.

"Alright, so what's the plan, Twilight?" Dash asked, breaking the happy silence that had taken hold.

"Well, we need to get to that castle," the unicorn began, staring off into the forest, "Rather, we need to get to that moment. If Fluttershy can remember it, we should all be able to get there in no time at all. It worked to get to you."

"Okay," Rainbow murmured in response before glancing over at Fluttershy. The ease the yellow pegasus had felt was all but gone at the unicorn's words. Her body immediately felt on the verge of collapse at the mere prospect of remembering it.

"Fluttershy... do you think you can at least try?"

She didn't answer, her throat feeling scarcely wide enough for air to pass through much less words. Slowly, she shook her head, eyes lowering to the dirt.

"Um... back-up options?"

"We try it manually," Twilight stated with a solid stamp of a hoof.

"Manually?"

"We get to the castle and hope for the best... this is the night we beat Nightmare Moon. Maybe that will... I don't know, trigger a memory or something," Twilight said with a shrug, a grin plastered on her face.

Fluttershy glanced up, staring at the purple mare for a moment in silence. Glancing around, her eyes fell on the trio of motionless statues around them.

"Twilight... what about everypony else?" Rainbow spoke up, her eyes following Fluttershy's gaze.

"They... they're already gone," Fluttershy answered, something unfamiliar welling up inside her, "but we'll get them back... won't we, Rainbow?"

Dash simply smiled in return, giving the yellow pegasus a soft nudge.

"Absolutely."

~o~O~o~

_"—is requesting to see you once more, your majesty. I'm afraid his fears were not assuaged by your words."_

_ "By all means... see him in."_

_ "Right away, your majesty."_

_ "Oh, before you go."_

_ "Yes, your majesty?"_

_ "What is the status of the elements?"_

_ "They shall be here within the hour... his lordship was somewhat... particular about their handling and care."_

_ "As is his wont."_

_ "..."_

_ "And the conduits? What of them?"_

_ "They shall be here within the hour as well... they seemed to be quite excited by the prospect. If you'll allow me, they seem to be a confident group."_

_ "Indeed... they have made Equestria proud."_

_ "Ma'am?"_

_ "Merely thinking aloud, my subject."_

_ "Shall I see his lordship in, milady?"_

_ "..."_

_ "Right away, your majesty."_

_ "..."_

_ "..."_

_ "It is good to see you once more, my student."_

_ "Former student rather."_

_ "..."_

_ "I worry too much about this... perhaps... but somepony has to... the powers we are toying with here—"_

_ "Are ancient and dangerous... I am well aware of this. I am a well-traveled mare, Dawny."_

_ "Dawny, you majesty? I would have liked to think I would have outgrown that name by now."_

_ "And indeed you have... And yet Dawny you remain. How about that?"_

_ "Princess..."_

_ "..."_

_ "Celestia? How can this game continue... you know the risks as well as I. In fact, you know them far more intimately than I ever could. They—"_

_ "Speak your piece, Dawn. Do not spare me your words if you wish to have my respect."_

_ "They cost you, Celestia... they cost all of Equestria your sister a thousand years ago. Can we so easily repeat that mistake?"_

_ "You speak of this with certainty."_

_ "As certain as I can possibly be, Celestia, given the circumstances."_

_ "What I did a thousand years ago... I cannot regret it. I may lament it. I may sob and weep because of it... but I cannot regret it. I did the right thing... for Equestria."_

_ "And what of now? How can this be right for Equestria?"_

_ "You reveal your ignorance, Dawny."_

_ "It is not a willful ignorance, I assure you."_

_ "..."_

_ "What else are you keeping to yourself?"_

_ "..."_

_ "..."_

_ "..."_

_ "Perhaps you cannot believe in my methods... perhaps you believe in your knowledge... but these are things that are beyond any living pony save the alicorn. The forces we are dealing with are more ancient than any book in the archive... stretching farther than any line you can lay claim to."_

_ "Then please... by all means, illuminate me."_

_ "I may be the Princess of the Light-Giving Sun... but even I know that there are shadows best left unexplored, where the light of curiosity should not tread. I do apologize, Dawn. I do not wish for you to have to toil so in ignorance. I know how it eats at you."_

_ "..."_

_ "I merely ask for your faith, Dawn." _

_ "Faith, Celestia?"_

_ "Yes, I assure you, I recognize the irony as well."_

_ "But you bid it all the same."_

_ "Indeed."_

_ "Upon one condition."_

_ "..."_

_ "..."_

_ "A bold move... you pique my curiosity, my student."_

_ "Please... keep yourself safe."_

_ "Don't I always?"_

_ "Celestia... please... I don't think Equestria can bear another such loss."_

_ "Equestria or yourself?"_

_ "..."_

_ "..."_

_ "Good luck, Princess of Equestria."_

~o~O~o~

"I think we've just officially entered 'Creepytown,'" Rainbow said, tapping a hoof against the stone-carved face of a manticore, reared on its hind legs and snarling silently. The statue glared at the rainbow-maned pegasus as she began to make faces at the bare echo of the memory.  
>"'Creepytown'... right..." Twilight murmured in response, examining the quintet of pony statues facing the petrified beast. "It's a bit more strange than anything else."<br>"Errgh..." Rainbow groaned as she pressed int the monstrous statue, sending it tumbling over to the ground with a thunderous crash. "And the deadly manticore is defeated by the one... the only... Rainbow Dash!"  
>Fluttershy watched with an amused smile as the cyan pegasus took a victory lap around the valley before landing atop the fallen beast, giving her best heroic.<br>"Rainbow..." Twilight groaned, a hoof pressed to her forehead. "This is serious."  
>"Hey, just trying to keep the mood light." Rainbow shrugged, hopping off the statue and pressing towards the darkened forest set before them. "Let's keep her movin' then, ladies."<br>Twilight and Fluttershy quickly trotted up alongside the cyan pegasus, keeping close together as the forest canopy blotted out the night sky, the light of the moon with it. The forest seemed even darker than Fluttershy remembered. A steady, chilling breeze blew through the branches, but they did not stir. The muddy soil of before was now cold and hard beneath her hooves, the trio's hoofsteps echoing ceaselessly in the strange forest. The chill sent tremors down the yellow pegasi's spine as she pressed herself tightly against the purple unicorn beside her.

"Hey, Twilight. How 'bout you work some of your magic? It's kinda too dark to see in here."

The purple unicorn started at Dash's sudden interruption of her thoughts, sending a bright crimson blush across her face that was revealed as her horn flared into life.

"Good idea," she muttered sheepishly as a purple glow was cast over the motionless, gray forest.

Like the manticore before it, the forest seemed to be made of stone, the branches unmoving as Twilight's horn cast a purplish hue over it. As the yellow pegasus brushed up against a bush, she felt the hard leaves scraping at her coat, several snapping off and tumbling to the ground.

"Why do you think it's like this?" Rainbow asked, turning to glance at Twilight over her shoulder.  
>"I don't know... I still remember what happened that night. All of it... It certainly wasn't like this," she replied, waving a hoof at the petrified brush around them, the tip sending the brittle leaves scattering to the hard ground.<br>"Maybe we're getting closer to it..." Fluttershy offered hopefully, steering herself and Twilight around the brush as much as possible.  
>"Hey, I think I see something up ahead!" Rainbow called out, shooting ahead excitedly.<p>

With hardly even a glance, Fluttershy and Twilight galloped after the rainbow-maned filly only to grind to a sudden stop.

"Deja vu..." Twilight muttered darkly as the trio stared at the monstrous trees, wickedly malicious grins abounding as the petrified forest menaced them quietly.

"Hey, look at this." Rainbow beckoned her friends closer, standing before a quintet of statues in the middle of the trees.

The faceless statues were different from the last ones, this time featuring simple faces frozen in a silent scream. Fluttershy walked beside the statues slowly, inspecting them as she would some injured creature. She stopped at one of the statues, a pegasus with a long mane.

"This one's me," she stated simply, drawing Twilight's attention.

"Yeah... that should be... and that'd make this one Rainbow Dash," Twilight muttered, motioning to the second pegasus statue just beside Fluttershy. "And this would be me or—"

Fluttershy was driven to the ground, feeling as though somepony had dragged a rusty fork across her eardrum, the unicorn's voice having been drowned out by a high-pitched squeal.

"Fluttershy!"

Dash and Twilight were at her side almost immediately, helping her to her hooves as the yellow pegasus panted heavily. Rivulets of sweat ran her forehead as the shock of the squeal faded, leaving only the throbbing memory of it.

"Fluttershy, are you alright?" Dash asked, lifting the other pegasi's head with a gentle hoof.

"I-I d-don't th-think so..." Fluttershy replied in stuttered whispers cut by sputtered pants and gasps as she was led slowly away from the statues by a cyan hoof.

"It... It doesn't want you to remember..."

"Remember what?"

"Us... them," Twilight said, jerking her head towards the statues.

"How the hay does that work?" Dash replied in frustration as the trio moved beyond the covered meadow. Fluttershy watched as they passed by the sixth statue, a bouncy mane topping its jovial visage.

_"__You'll remember, Fluttershy... I know you will."_

Fluttershy winced at the memory, however fleeting it was, but she found herself feeling better as they passed by the laughing statue.

"I-I... I think I'm okay now..."

"You sure, Fluttershy?"

"I'm... I'm sure," the yellow pegasus replied.

Letting Twilight and Rainbow Dash walk ahead a bit, Fluttershy stood and turned back to the statues. She looked at them, looking from statue to statue before her gaze settled on the final statue once more.

"I will..."

~o~O~o~

_"—may not be already too late... I do not wish a repeat of the past."_

_ "Nor do I, sister..."_

_ "You know that I do... right?"_

_ "Sister?"_

_ "I do regret that day... I regret everything about that day."_

_ "..."_

_ "I regret everything about the months... the years leading up to that day."_

_ "It was not your fault, Celly..."_

_ "Hmm... Celly..."_

_ "..."_

_ "I think that's the first time you've called me by that name since you've returned..."_

_ "I..."_

_ "Do not worry, Luna. I know I was not the best of siblings..."_

_ "..."_

_ "..."_

_ "Celly, I am sorry if I have been distant... I simply... I did not wish to be a burden on you nor the kingdom. I thought it best if I... If I..."_

_ "I cannot blame you for your anger, Luna."_

_ "And I cannot blame you for you actions, Celly. You did what was right. I was not myself. I understand that. I accept the blame for that."_

_ "..."_

_ "Will they arrive soon?"_

_ "Within the hour."_

_ "Good."_

_ "..."_

_ "Let us begin then."_

~o~O~o~

"It's kinda squishy... like a mattress full of gelatin," Twilight stated with an experimental bounce on the strange surface.  
>"Or an overripe nimbus cloud," Rainbow added as Fluttershy tapped inquisitively at the motionless river with a tentative hoof, the surface sinking before rebounding immediately.<p>

"If you don't want to walk on it, you two could always just fly over," Twilight offered from the center of the river, her body bouncing up and down slightly as she trotted back towards Fluttershy.

"Might be for the best," Rainbow stated as she landed by the yellow pegasus, following her gaze to the frozen sea serpent beside them.

"He looks sad."

"It was a mustache, Fluttershy. He was overreacting," Rainbow deadpanned, rolling her eyes at the oddly coiffed dragon. "Still can't believe how we calmed him down."

"You mean..." Fluttershy glanced back at the sextet of ponies frozen behind them, a puddle of water surrounding them as a unicorn stepped forward. "Generosity..."

"What was that, Fluttershy?"

"...let's keep going."

The yellow pegasus flapped her wing, hovering just above the ground before fluttering across the unmoving river to join Twilight on the other side.

"We're getting close. Feeling any different?" Twilight asked, kicking her hooves as she tried to flick off some of the congealed water that was now clinging to her.

"A little bit... maybe, I-I don't really know."

"It's alright Fluttershy... we're going to get through this," Twilight said, giving the yellow pegasus a friendly nuzzle before turning to find Dash still on the other side, examining one of the statue ponies carefully. "Rainbow! You coming with us or not?"

"Oh, yeah... Coming!" the cyan pegasus shouted back before shooting across the river in a quick, rainbow-colored arc.

"What were you looking at?"

"Don't you mean 'who?'"

"Oh..."

"It's strange... I remember them... but I don't."

"What do you mean?" Fluttershy asked quietly.

"I mean... if I'm a construsive memorial or whatever, I should have all your memories right? All three of us should have the same memories," Rainbow stated, eyes on Fluttershy.

"That's the uh... theory," Twilight responded.

"Then why do I remember them still? What the hay does that mean?"

"Hopefully it means that they're still here somewhere..."

"Hopefully it means we can win," Fluttershy finally spoke up as they crossed into the forest once more. A look of determination crossing the pegasi's usually passive features.

"Hopefully... yes."

"Hey, Fluttershy's right. We find this... whatever it is, kick its flank and everypony goes home happy," Dash declared with a wide grin, mirroring the look on the yellow pegasi's face.

"In a manner of speaking, yes. That's the hope," Twilight said, a smile creeping onto her face. "Just don't get cocky... we still don't even know what we're dealing with."

"Aw, Twilight, quit being such a wet blanket."

"I am _not_ a wet blanket. I am _practical_."

"Practical... wet blanket. Same thing."

"Rainbow, be nice," Fluttershy requested softly, smiling gently as the pair glared at one another. It was a comforting sight amidst the darkened, stagnant woods they found themselves in once more. Just up ahead, Fluttershy could see the tiniest sliver of light, a familiar chasm laying just beyond the edge of the woods. "Hey, I think—"

"There it is," Twilight shouted out excitedly, breaking from the pegasi and bolting towards the gap in the forest, "We made it."

"Twilight! Wait up!" Rainbow shouted after the galloping unicorn before her eyes went wide in recognition, the pegasus bolting after her immediately.

"We're almost there! We're going to- Whoa!"

"Twilight!" Fluttershy gasped as the unicorn disappeared over the cliff edge, followed shortly by a rainbow colored blur.

"What's with you and falling off things today?" Fluttershy heard the cyan pegasus ask as she hauled the now blushing purple unicorn back up onto the cliff.

"I... uh... forgot the bridge was out," the unicorn admitted sheepishly, glancing over the side of cliff before withdrawing from the edge with a relieved sigh. "Thanks, Rainbow."

"No prob. Rainbow Dash don't leave her friends hanging," the rainbow-maned pegasus puffed out her chest before deflating slightly. "Hunh... this is kinda familiar isn't it."

Fluttershy and Twilight simply nodded as Rainbow trotted over to the edge, glancing down at the bridge's remnants. Her eye traced the mess of wood and rope as it disappeared into they fog. Retreating back from the edge, the cyan pegasus stretched her wings before turning back to face her friends.

"This shouldn't take long," Rainbow said, giving her wings a few test flaps before launching herself over the edge of the cliff. "Back in a flash!"

Less than a second later, the rainbow-maned pegasus appeared at the other end of the chasm, rope clutched in her teeth. Working quickly, she hauled up the bridge, tying one end of it off on the rocky post.

"Good job, Rainbow!" Twilight shouted over the gap, testing the bridge with a hoof before stepping out onto it.

"No problem, was even faster than I thought it'd be!" Dash called back, quickly tying off the other half of the bridge before turning back, grinning as Fluttershy stepped out onto the bridge. "Not even a chall-"

All three gasped as, suddenly, a thick fog separated them.

"Rainbow!" Fluttershy cried out, ears drooping as the rainbow-maned pegasus disappeared from sight.

"C'mon, Fluttershy!"

Twilight plowed ahead over the bridge and towards the fog, preparing to charge through the unnatural mist, only to hit a wall when she reached it, bouncing back and onto her rump. Shaking the cobwebs from her head, the unicorn lept to her hooves and strode back, more cautiously this time, to the fog bank.

"Rainbow!" Twilight called into the fog. "Rainbow, are you okay? Can you hear me?"

Fluttershy walked past the panicked unicorn, pressing a hoof to the wall of fog. It felt completely solid; contrary to the river before, it had no give to it at all.

"Rainbow?" Fluttershy yelled at the barrier, pressing an ear to it. "Rainbow, are you there still?"

At first, she heard nothing. Then she heard a muffled voice followed by a series of hooftaps from the other side.

"I'm still here..." It paused for a moment. "What happened?"

"I... I don't know." Fluttershy said, her voice cracking as she pressed a hoof to the barrier, searching for a hole, a fissure, a crack... any sign of weakness. "Can you fly over it?"

"Oh... good idea. Jus' a sec."

There was silence for a moment before the yellow pegasus felt a vibration surge through the barrier followed by a series of swears that brought a soft blush to Fluttershy's face.

"Where did Rainbow even learn those words?" Twilight asked as she pressed against the barrier beside the yellow pegasus.

"I... uh... have no idea where she... would have... um, learned those," Fluttershy muttered, cheeks flaring as ever brighter pink as she avoided the curious unicorn's eyes.

"Rainbow, are you still okay?" Twilight yelled at the fog, tapping on it gently.

"Yeah... I'm fine," came the blunt reply. "Except for my pride... and my skull... just fine..."

"What happened?"

"It didn't work."

"Well, I know that much!" Twilight yelled angrily.

"Twilight!"

"This is serious, Fluttershy," Twilight hissed back, her eyes growing wild with fear. "This is _not_ a time to be joking!"

"Calm down! Jeez... I'm fine," Rainbow interrupted, drawing the pair's attention back to the opaque fog. "Just feels like I just flew into a cliff... it's kinda weird here, but I think I'm safe. Don't worry."

"Weird?" Twilight looked from the barrier to the pegasus beside her, eye brow raised as her eye quivered nervously.

"Rainbow, what did you mean by 'weird?'" Fluttershy asked, her throat threatening to rend her voice from her.

"There's... It's..." she fell silent a moment before continuing, "I dunno. It's like there's just nothing here. Just a whole bunch of white." The cyan pegasi's confused tone sent a shudder of fear through Fluttershy, remembering the empty white that had eaten away at her fillyhood home. "Think I'm just stuck for now... what's this thing like on your side?"

"Like a brick wall," Twilight replied, smashing a hoof against the barrier in frustration. Her eyes went wide for a moment as she brought her hoof back to examine it. "Owwww..." she hissed in pain, shaking her now throbbing hoof. "Yeah, I think we're stuck here too."

"Well, why don't you two look for a way around," Rainbow suggested. "I'm pretty sure I'm fine for now."

"No, no, no... we couldn't do that," Fluttershy stated softly, glancing from the fog bank to Twilight. "We can't abandon her," Fluttershy stated, her tone high-pitched and panicked as she looked at Twilight with fear plainly visible in her eyes.

"Fluttershy, maybe if we look, we'll find a way to get her out of there," the unicorn offered, setting a hoof on the yellow pegasi's shoulder. "There's no sense in just staying here and waiting."

"Twilight's right, Fluttershy," came Rainbow's voice from the other side. "You guys need to keep going if you're gonna figure this out."

"But—"

"No, 'buts.' I need you to be strong and tough right now."

"Oh... okay..." Fluttershy muttered softly. "But what about you? What if something bad happens to you? I... I..."

"Nothing bads gonna happen. Worst thing that'll happen is that I'll be bored. Besides, even if something did hap—" Dash paused as Fluttershy let out a frightened squeak before muffling it with her own hoof. "Even if something bad happened, I wouldn't be gone... not really."

"But..."

"She's right, Fluttershy."

"Listen to Twilight, Shy. She'll help you get everyone back."

Fluttershy pressed her ear to the barrier, staring into the fog with tear stained eyes, just barely able to make out the silhouette of her friend. She could see the body of a pegasus pony just vaguely outlined within the mists...

"You've got to deal with this thing."

...but something was off... the silhouette seemed to be growing.

"Rainbow?" Fluttershy whispered, voice choked as the shadow grew. Rainbow couldn't hear her.

"That's the important thing ri—"

A sudden flash of lightning split the gray skies above them, blinding Fluttershy as the accompanying thunder vibrated the wooden planks beneath her hooves far more more violently than she could have anticipated. She could hear Twilight yelp as both were sent sprawling back across the bridge, the yellow pegasus grasping at the ropes to keep from slipping over the side. She lay there, sprawled out, forehooves wrapped tight around a bit of rope as the sudden tremors ceased as quickly as they had come.

"Fluttershy, you okay?" Twilight asked as Fluttershy's vision came back to her. The yellow pegasus nodded weakly as she struggled back to her hooves before nearly collapsing once more as she glanced back at the fog bank.

"Rainbow!" the yellow pegasus cried out in a hoarse voice, galloping to the fog barrier on unsteady hooves. "Rainbow! Rainbow, say something, please!"

"I... It..." Twilight was at a loss, her voice losing all tone as she stared at the fog.

It was no longer the natural white color it had been. It was no longer the color it had been moments ago, the color from her memory. The strange fog had taken on an angry red color, swirling violently before them as if a tornado were contained within.

Fluttershy stood at the barrier, her legs threatening to give out beneath her as she stared at the silhouette within the fog.

"Rainbow..."

The motionless shadow of the pegasus seemed to be just on the other side. An enormous, shadowy being standing over it, seeming to fade away and reform as Fluttershy watched.

_No... no... no... _

Fluttershy sat, petrified and helpless as she watched with trembling eyes the shadowy being rear up.

"Rainbow!" Fluttershy heard the unicorn cry out as the beast came down with a thundering crash, sending ripples through the bridge and Fluttershy to her knees. Through watering eyes, the yellow pegasus watched the shadow beast fade away, leaving the shadow of the pegasus behind... a wickedly curved spike sticking up from it.

"Rainbow... please... anything..." Fluttershy whispered, hooves sliding down the barrier as she stared at the shadow. "Please... not again... not again..."

A cold breeze blew over the pair of ponies. Somewhere in the distance thunder rumbled, the skies above shifting rapidly above as it began to rain. A thin smattering of rain became a sprinkling shower became a moderate rain became a pounding, pouring storm as the angry red of the foggy orb faded back to its normal gray.

Fluttershy felt numb.

She stared at the motionless silhouette on the other side, her heart seeming ready to burst at the seams. Her breath came in sharp, shuddering gasps as she weakly pressed a hoof to the impenetrable bubble. Her voice choked by sobs, she whispered silently her friend's name as it threatened to slip from her. Nose itching from the acrid rains flowing over her, the revelation chilling her to the core.

"No..."

Fluttershy felt an almost imperceptible tremor course through her.

"No... no... no..."

The yellow pegasus sniffled softly, trying to wipe the rain out of her ears with the back of her foreleg.

"No, that isn't fair!" Fluttershy glanced back to see Twilight's horn aglow, the boards rattling beneath her as the unicorn charged at the bubble. "Give her back!"

Fluttershy gasped, rolling to the side as the charging unicorn struck the bubble with a thundering crack before skidding back a few feet and tumbling onto her back.

"Twilight?"

"It isn't fair!" the unicorn cried out, seemingly oblivious to the yellow pegasus as she righted herself and charged the barrier once more.

"Twilight!" Fluttershy cried out as the unicorn was sent flying back violently.

The fog barrier cracked with angry, mocking arcs of electricity as Twilight tumbled back down to the bridge a good ten feet back from the sparking orb.

"Oooo..." the unicorn moaned as Fluttershy immediately jumped to her hooves, hurrying to her friend's side.

"Are you okay?" she asked, watching as rain struck the groaning unicorn, sizzling away on contact. Tentatively, the pegasus laid a hoof upon the unicorn only to yank it back, an arc of electricity leaving a tiny scorch mark on her hoof. "Twilight, say something?"

"It's... it's not... not fair..." the unicorn muttered, eyes closed as she bore a painful grimace, body twitching unnaturally before the pegasus.

"Twilight, can you hear me?"

"N-not fair..."

Fluttershy watched as the rainfall deepened, the water wicking away into the air in a steady flow of steam. Biting her lip, the pegasus sat down beside the shuddering unicorn, reaching a hoof steadily towards her chest, ignoring the pain as minuscule arcs of energy lanced their way into her hoof. Soon enough, she could feel the unsteady rise and fall of her friend's chest as well as the steady flow of the arcane energies from the unicorn.

"Tw-Twilight..." Fluttershy whispered, feeling suddenly drained as she struggled to heft the unicorn into a sitting position.

"Flutter... Fluttershy?" the unicorn mumbled, swaying a bit in Fluttershy's hooves, the harsh breeze threatening to send them tumbling off the swaying bridge. "You're still here?"

"I'm here, Twilight... it's okay..."

"No, it's not... how can you say that?"

Fluttershy didn't reply as she felt herself slide down onto her haunches, leaving her staring into the unicorn's half-closed, violet eyes. Twilight stared at her, tears streaming down her face, mixing with the soaking rain as a distant rumble of thunder filled the air.

"It took her... it took her again..." the unicorn stated bluntly, words choked by tears.

"It isn't fair..." Fluttershy murmured, her heart seeming to sink into her stomach.

"It took her and we... we couldn't even do anything..."

"It isn't right..."

_A sudden, indescribable warmth..._

"Why are we so helpless..."

…_building deep inside of her._

"We... we aren't," Fluttershy stated. "We aren't helpless, Twilight."

"It took them all... what are we supposed to do... what can we even do?"

_A burning... wonderful light..._

"We get them back."

"But without Dash—"

_...filling her being completely._

"We go on..." Fluttershy whispered, eyes shut gently. "We go on and finish what we've started. We get them back...all of them... and we face whatever did this..."

"But... it'll... destroy us..." The unicorn trembled at the thought. "It got Rainbow Dash! If it got her... what chance do we have?"

"It didn't get her, Twilight... It can't get her because we won't let it," Fluttershy declared as she opened her eyes, nudging the unicorn to her hooves before rising herself.

The pegasus took a step towards the still charged barrier, its depths swirling violently as its color shifted... from gray to a brilliant red before settling on a light cerise. Fluttershy no longer saw the mists or the colors. Her eyes were focused now. She saw through the mists. She saw past the fog. She saw it.

"You won't win!"

"But how will—"

"You hear me, you big, dumb meanie! You won't get my friends!"

_The light filled her absolutely, filling every fiber and pore of her being, radiating outwards into the aether and beyond._

"You won't get Twilight or Rainbow!"

_It was a light that could not be contained..._

"You won't get Pinkie!"  
>...<em>could not be concealed...<em>

"...or Rarity!"

_...could not be denied..._

"...or Applejack!"

_...that could not fail._

"You won't win! I won't let you! Do you hear me?" Fluttershy yelled at the barrier before her, glaring at it with eyes brimming with a barely restrained rage. "What do you have say?"

The fog within shifted from its former hue, deepening to a seemingly infinite black. She could see it within as it reared up before her, blotting out the sky and the rains as the shadow threatened to crash down upon the pair of ponies before it.

"Fluttershy?" Twilight murmured worriedly as the gray storm clouds were blotted out by the growing beast before them. But the unicorn paid the skies little attention, her eyes focused on the soft light now encompassing Fluttershy's body: a soft, pink hue that seemed to bleed out from within the pegasus. "Fluttershy, you're... you're glowing."

Fluttershy didn't respond, grinding a forehoof against the bridge plank as she prepared to charge the barrier. With a snort, she galloped towards it, wings flaring as she drove at the barrier.

"Get out of my head!" she yelled out as she contacted the barrier, head lowering as time seemed to slow to bare crawl.

Twilight watched in awe as the pink light that now surrounded the pegasus concentrated at a foremost point where Fluttershy had contacted the barrier. The light grew and grew until it filled the unicorn's vision, obscuring the black fog from view before it simply burst in a cacophonous explosion of color.

"Fluttershy!"

Twilight cried out in panic as the pegasus was sent hurtling backwards, an angry roar filling the air. Flaring her horn, the unicorn grabbed the pegasus with her magic only to find herself being flung backwards as well, the pair landing in a heap on the cliff edge before the chasm.

"Oh, Celestia! Fluttershy, are you okay?" Twilight asked, slipping out from beneath the pegasi's unmoving body. Gently, the unicorn shook her friend. "Please be alright... please, please, please..."

"Mmmrph... Twilight... what happ— oomph!"

Fluttershy suddenly found herself at a loss for oxygen as the unicorn wrapped her hooves tight around the pegasi's midsection.

"I thought it got you. I really did," Twilight stated, burying her face into the pegasus before slackening her grip. "Are you okay? What just happened?"

"I... I don't know. I just..." Fluttershy trailed as she turned to look at the bridge, her jaw slackening at the sight before her. "Di... Did I do that?"

At the chasm before them, the fog had been blasted from the bridge. The swirling black steadily whipping away in the wind as glowing flecks of soft pink light fell like snowflakes about the pair of ponies. Fluttershy scrunched up her face as one settled on her nose.

"It's... so warm..." she remarked as it whipped away in the gentle breeze, staring up in awe. The clouds that had covered the brilliant sky had dissipated, leaving a clear and beautiful night for them to behold.

"Fluttershy?" the unicorn whispered, bringing herself alongside the pegasus as they both stepped towards the bridge.

"Yes, Twilight?" Fluttershy replied, somewhat distracted as she idly traced the wandering paths of the pink orbs as they descended from the sky.

"You remembered..."  
>"I... I did..." Fluttershy murmured in response, looking down at her hooves as she thought for a moment. "I did! I did, I did, I did!" the pegasus exclaimed, drawing the purple unicorn into a short embrace before she hopped excitedly from fore to hind hooves.<br>"I think we really have a chance, Fluttershy!" Twilight stated, clopping her forehooves together as she smiled from ear to ear.  
>"I think..." Fluttershy's face fell as she glanced across the bridge at the strange gray statue just on the other side of the bridge.<br>Both ponies fell silent, Twilight following the pegasi's gaze. Slowly, the pair walked across the bridge, the path still cast in a pink light as the tiny orbs of light continued to snow down around them.

Fluttershy felt warm and cold at the same time, her stomach twisting in knots as she knelt before the odd statue. It was a pegasus pony laid out on its side, a wickedly curved fang pinning it to the ground as it sat motionless. Its eyes were half-lidded, face twisted into a pained grimace, hooves and wings splayed out around it awkwardly.  
>"I..." Fluttershy swallowed, trying to remove the knot in her throat that threatened to rend her speech from her. "I won't let you down, Rainbow..." she declared, placing a hoof on the statues shoulder. "I promise."<br>"You can do this, Fluttershy. I know you can," Twilight stated as the yellow pegasus stared up at the castle beyond, a swirl of purple light marking the tower where she knew it lay.  
><em>I won't fail, Rainbow...<em>  
><em>I won't...<em>

~o~O~o~

_**Last Updated:**_

_**December 26th, 2011**_


	11. Arc 1: Perturbation, Part 7

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 7**

~o~O~o~

"._..ain't goin' no place, y'hear? No matter what happens."_

"._.."_

"_You want to say something 'fore we get started?"_

"._.."_

"._.."_

"_We're here, Fluttershy... we're all here..."_

"_..."_

"_..."_

_ "Tha's alright, Rare... let it out..."_

_ "..."_

"_She ain't lookin' too good... is she?"_

_ "Applejack!"_

_ "Sorry... I'm just..."_

_ "...we all are."_

_ "..."_

_ "..."_

_ "Madames?"_

_ "Oh, sorry... didn' see you there..."_

_ "That is quite alright."_

_ "The princesses ready?"_

_ "They should be here within moments, milady."_

_ "Thank yeh kindly, sir."_

_ "Madames."_

_ "..."_

_ "..."_

_ "Y'hear that, 'Shy?"_

_ "This'll all be over soon."_

_ "Yeah... you'll be back in Ponyville an' everythin'll be right fine."_

_ "..."_

_ "Jus' you wait, 'Shy."_

_ "..."_

_ "Jus' you wait..."_

~o~O~o~

The door to the ancient castle swung listlessly from its groundings as the pair entered the roofless room. The grandeur of the night sky casting a soft blue over everything, Fluttershy stared at the empty shrine set in the center of the entry hall.

"They're already gone..." Twilight muttered, disconcerted by the revelation as she ran a cautious hoof over the base of the statue.

"It must be farther along then..."Fluttershy muttered, feeling distracted and antsy.

As she examined the vines creeping over the columns that had once held up the roof, she found cobwebs hanging from every corner of the room and, as Fluttershy concentrated, she could hear the quiet pitter-patter of rodentine feet from somewhere ahead. Somehow, the sounds set the yellow pegasus at ease as she glanced from the lonely statue to the tower sitting beyond the broken stained-glass windows of the hall.

"_Twilight, where are you?"_

"_Look!"_

The tower was alight with a soft purple glow as Fluttershy and Twilight exited out the back of the entry hall. The exterior staircase had long since crumbled away and so they found their way to another point of entry: a staircase that seemed to spiral endlessly upwards before reaching the old throne room.

"Feels so strange to be here..." Twilight mumbled to herself as they began their ascent.

"How come?"

"Just... I've never actually went this way... the first time, Nightmare Moon teleported me up there... and I wasn't even awake the second time," the unicorn explained, brow furrowed as she trotted up the stairs. "Nothing to get my tail in a twist over... just thinking out loud."

Twilight fell silent with a soft blush, smiling reassuringly at Fluttershy as they slowly made their way up, the ceaseless echo of their hooves filling the stairwell.

The purple glow began to seep down the stairwell.

Fluttershy could help but feel a tingle of fear crawl up her spine as she felt a cool breeze flow over her. The thought of what might lay just beyond the last curve of the staircase... she could hardly even bear to think of it.

"Twilight...?"

"Yes, Fluttershy?"

"What do you think will be there?"

Twilight was quiet a moment, lowering her head as she thought on the question before glancing back up at her friend, the reassuring smile having vanished.

"I don't know, Fluttershy."

"Oh..."

"I don't know, but I know that I believe in you... And I know that you believe in our friends... I don't think I need to know anything else," Twilight whispered with a soft smile, giving Fluttershy a reassuring nudge. "I've just got a feeling, Fluttershy."

"A feeling?"

"Yeah... they're here for you... in here... out there... I just know that they're all around you right now... lending you their strength," Twilight stated, smiling sadly for a moment before turning her attention back to the steps before them. "Maybe that's kinda silly... but, either way... I always know that things will work out somehow when we're together... and we're always together... even when we're apart."

"Yeah..." Fluttershy mumbled, staring at her hooves as they ascended ever higher. "They aren't gone... they're still here... out there. They wouldn't abandon us. They never would."

"They wouldn't, Fluttershy," Twilight said with a nod.

The glow steadily increased in intensity as they mounted the stairs, growing to fill the entirety of the curved stairwell as the drew nearer to the top. Then they could hear it, softly at first, but growing in volume.

"_You little foal! Thinking you could defeat me?"_

The voice boomed in her mind, the familiarity of it sending a quiver of fear down both ponies' spines.

"_Now you will never see your princess, or your sun!"_

Twilight gave a visible shudder of fear as the exit of the stairwell came into view before them. They rounded the last bend and gasped in shock at what they found.

"_The night will last forever!"_

Maniacal laughter rang out in the deserted throne room.

"Where... where is she?" Twilight whispered quietly as though the volume of her voice would control the appearance of the night mare. She kept her head low as they trotted into the room proper. "You heard her too, right?"

Fluttershy simply nodded in reply as she glanced around the room, wide-eyed and trembling.

The room was as she had remembered in. The architecture similar to the entry below only more complete.

But there was no Nightmare Moon... not even a statue of the corrupted alicorn graced the empty hall. The room lay completely bare save for the rogue winding vine or invasive plant that had climbed its way steadily into the room over the many years of neglect.

"She should be here... It only makes sense..." Twilight trailed off as she made her way to where the throne would have sat a thousand or so years prior, her hooves moving at a quick clip. "She was right here."

Fluttershy remained silent as she strode steadily into the room.

Something seemed off. A heaviness in the air, a cold chill running down her spine... it hadn't been so foreboding even when they _had_ been hot on the trail of the ponynapped Twilight Sparkle and her captor, Nightmare Moon.

Of course, she had been surrounded by...

"Fluttershy, come look at these," Twilight's voice broke the pegasi's reverie, drawing her attention to the empty pedestal at the back of the room. The unicorn waved Fluttershy over with a hoof, a small smirk growing on her face as her eyes studied the ground intently.

"What is it, Twilight?"

"Look at these markings." Twilight took a step back from the pedestal to let the pegasus examine the spot.

There, in a nearly perfect circle, was a sextet of scorch marks that lined the edge of the pedestal's top.

"They look-"

"New. Feel them."

Fluttershy touched a hoof to the nearest scorch mark, her eyes going wide as she felt a strange warmth course up her hoof, a familiar warmth in fact.

"What does this mean?"

"I don't know, but I think we're in the right place to find out," Twilight stated with a confident grin as she led the pegasus from the platform and back towards the door. "It's been here, Fluttershy. Recently, too."

"What do we do then?"

"I don't know... maybe we just... wait." Twilight shrugged as the pair moved towards the stairwell door, eventually settling down beside it.

"We can't just wait. There has to be a way," Fluttershy stated, bristling angrily even as her stomach twisted into knots, hardly able to believe the words coming out of her mouth. "There has to be a-"

"Way to draw it out?" Twilight asked, her face suddenly stern as the pair looked into one another, harsh violet eyes staring into Fluttershy own trembling turquoises.

"Y-yes?" Fluttershy felt her heart sink as the unicorn stared hard at her.

"You know how we can..."

"I... I can't do that," Fluttershy whispered, her vocal shock undercut by the tremors of her wings.

"It worked once before, Fluttershy. I... I don't like it either, but I don't like the idea of just sitting here and doing nothing like this," Twilight muttered, her harsh gaze softening as a tremble of fear invaded her voice. "I'm willing if you are."

Fluttershy found her voice lost for a moment, managing only a soft squeak to express her discontent.

She couldn't let the unicorn do it. She simply couldn't.

"No... we can find another way." Fluttershy couldn't look the unicorn in the eye as she spoke, her eye staring at a crack in the floor.

"Fluttershy... we have to try." Twilight set a hoof on the pegasi's shoulder.

"No..." the pegasus whispered, shrugging off the lavender hoof before she sank to the floor.

"It's the only thing we've seen work..."

"Please... just no..."

"Fluttershy..."

"We'll find another way!" Fluttershy yelled suddenly, Twilight skittering back a solid foot as the pegasi's tear stained face was suddenly thrust towards her own, those turquoise eyes large, tear-streaked and anger-filled.

Twilight simply stared a moment, shocked by the outburst.

Fluttershy was breathing hard, her eyes wild and desperate as she felt her veins file with acid. After a moment, the pegasus slipped back to the ground, eyes closing as the tears ceased to flow.

"I... I don't want to be alone..." the pegasus spoke in little more than a whisper, the room blotted out by her thick pink mane as it shook out in front of her muzzle. She fell silent for a moment; the only sound in the room being the nervous shuffle of hooves drawing nearer until Fluttershy felt a pair of hooves loop around her.

"You won't be alone, Fluttershy."

~o~O~o~

_ "We're almost ready."_

_ "Good... good..."_

_ "..."_

_ "I am glad that you've decided to attend, my student."_

_ "I thought it best that I observe... just in case the worst does indeed occur."_

_ "..."_

_ "..."_

_ "So little faith."_

_ "You would know best, milady."_

_ "Ah, such insubordination as well. I fear I may have taught you too well."_

_ "..."_

_ "..."_

_ "I believe in you, milady... but all this... just so much is unknown."_

_ "Indeed."_

_ "I stand by my prior statement... the risk—"_

_ "Your fears are understandable. There is a great deal of fear in toiling in ignorance... but this is a burden that were are forced to undertake."_

_ "Forced?"_

_ "..."_

_ "I fail to see how we are being forced in any way. We needn't take this risk."_

_ "There... may be a greater dangers in not taking such this risk."_

_ "..."_

_ "..."_

_ "What exactly aren't you telling me, Celestia?"_

_ "..."_

_ "..."_

_ "..."_

_ "Your majesty!"_

_ "..."_

_ "Milord?"_

_ "..."_

_ "Are they prepared?"_

_ "Yes, milady."_

_ "Let us begin then."_

_ "Yes... let's."_

~o~O~o~

Fluttershy trembled in the purple unicorn's grasp; the hooves were warm, but devoid of any comfort as the pegasus found her thoughts playing the moment over and over in her head. If it had done that to Rainbow Dash... what were the chances that Twili-

"It's a chance we need to take," Twilight whispered softly, her chin resting atop the pegasi's head as her hooves held on tight. "I... I'm scared too. I'd be lying if I said I wasn't... but I'm not what's important here... you are, Fluttershy... you are."

"But... I can't do this alone..."

"You won't be, Fluttershy. Remember, even if I'm not here, I am... Dash had it right. You're what matters here. Not Rainbow Dash. Not me. Besides," the unicorn paused a moment as Fluttershy tilted her head up to look the unicorn in the eyes, "I know you'll remember... I know you'll win, Fluttershy. I know you."

Fluttershy lowered her gaze to stare at the empty room around them, glancing at the pedestal at the center of the room. Remembering the corrupted alicorn standing at the room's center, she thought back to the night she had sealed her friendship with not only Twilight, but all the others as well. She could feel a familiar warmth deep within as she looked from the deserted pedestal to Twilight's smiling, confident visage as the unicorn embraced her tightly.

"O-okay... you're right. I think we can do this," she whispered as she slipped from the unicorn's hooves and rose to her hooves.

"Know we can, Fluttershy," Twilight said in response, rising and trotting over to the pedestal. "Okay... right about here," she muttered as she positioned her hooves carefully before looking back at the still trembling pegasus. "Ready?"

"Well, no... but I know we have to," Fluttershy said with a wry smile, giving the unicorn a small nod of her head. "How are we doing this?"

"I figure if you stay by the door and I stand here," the unicorn began, motioning to herself, "then we might trigger the memory."

"And you think that will work?"

"It's worked so far," the unicorn stated with a shrug of her shoulders before turning her attention to the pedestal before her. As Fluttershy watched, the unicorn stared intently at a spot at the center of the platform.

She stared...

...and stared...

"Twilight?"

"Yeah?"

"Nothing is happening," Fluttershy stated bluntly, shifting from forehoof to forehoof nervously.

"Yeah... I can see that," Twilight replied before falling silent for a moment, glaring at the faulty pedestal. "Dumb rock," she growled if you go down the stairs and come back up?"

"Um... I'd rather not," the pegasus admitted, sweeping an idle hoof across the stone floor. "If you wouldn't mind..."

"Fluttershy... we need to do this."

"I... okay," the pegasus agreed in little more than a whisper, trotting towards the staircase. She paused at the top of the stairs to glance back at the purple unicorn.

"It'll be alright, Fluttershy," her friend insisted, the soft smile on her face belying the nervous tremble of the unicorn's body. "I know it will."

Fluttershy didn't speak, she simply trotted down the stairwell a few steps until the unicorn was out of sight. She stood, a short trot down the stairwell, but still, nothing seemed to happen.

"Twilight!" she called up the stairwell.

"Yeah?" she heard the unicorn's reply echo off the stone laid walls.

"I don't think this is working!"

"Just give it a minute!"

"I don't think it's—" Fluttershy was cut off as a harsh shriek issued forth from the top of the stairwell, the pegasi's eyes going wide as the fur on the nape of her neck stood straight up. "Twilight!"

_An evil, shaking laughter filled the stairwell as they ran up the stairs._

_They'd recognized the purple unicorn's shriek. The thunderous crash of hooves on stone that followed had only fed the doubts and shudders. They feared the worst, but they were compelled onwards. They felt something... something that permeated the air._

_ "Don't worry Twilight, we're here," Pinkie yelled up the stairwell as they pressed on up the stairs._

"_Don't worry, we'll be there," Applejack hollered as they all cried out words of hope for the lone unicorn as she faced the threat of Nightmare Moon alone... alone, but not for long._

"_You think you can destroy The Elements of Harmony just like that?" they could hear the unicorn state, the confidence growing in her voice._

_They had arrived at the top of the stairs to find the purple unicorn in a stand-off with the corrupted alicorn. The dark visage of the alicorn spoke of a rage barely constrained as they took their place, flanking the purple unicorn._

"_Well, you're wrong, because the spirits of The Elements of Harmony are right here!"_

_ As the unicorn spoke, the remnants of the elements began to shake and shudder and glow at the dark alicorn's feet. Nightmare Moon reared back in surprise as they lifted into the air all about her._

"_What?" The alicorn let out a confused and frightened gasp._

"_Applejack, who reassured me when I was in doubt, represents the spirit of honesty!" the unicorn spoke knowingly and, as she finished, a part of the remnants broke away and began to encircle the work pony, glowing a dull orange as they did so._

_Fluttershy glanced at to the main concentration to see another grouping of shards peeling away from the dark alicorn._

"_Fluttershy, who tamed the manticore with her compassion, represents the spirit of kindness!"_

_Fluttershy backed away nervously as the now glowing pink grouping surrounded her, arcing around her almost protectively._

"_Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of laughter!"_

_ The pink pony bounced up excitedly as a group of blue glowing shards surrounded, Fluttershy smiling softly at the earth pony's antics._

"_Rarity, who calmed a sorrowful serpent with a meaningful gift represents the spirit of generosity!"_

_ The usually talkative fashionista seemed almost bashful at the other unicorn's words, blushing softly as a ring of purple shards surrounded her._

"_And Rainbow Dash, who could not abandon her friends for her own heart's desire represents the spirit of loyalty!"_

_ The rainbow-maned pegasus simply hovered, her determination unwavering as a the red-glowing shards flew around her, glinting dangerously._

"_The spirits of these five ponies got us through every challenge you threw at us."_

"_You still don't have the sixth Element!" Nightmare Moon sputtered, a subtle fear beginning to seep through the alicorn's usually impenetrable visage. "The spark didn't work!"_

"_But it did! A different kind of spark," the purple unicorn corrected the corrupted alicorn before turning to her allies. "I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you. The spark ignited inside me... when I realized that you all," she paused as she turned her focus back to the alicorn before them, "are my friends!"_

_ Fluttershy gasped as a ball of light formed just above the group of ponies, rays of blinding-white light flooding down from a new element. The sixth element glowed brightly as it descended towards them before stopping just above the purple unicorn, the dark alicorn shielding herself from the nearly blinding light of the orb._

"_You see, Night Mare Moon, when those Elements are ignited by the... the spark, that resides in the heart of us all, it creates the sixth element: the element of... magic!"_

_As if on cue, Fluttershy could feel a warmth invade her being as the shards surrounding her no longer simply glowed with the light, but were imbued fully with the energy. The gray stone becoming pink as it crystallized. The pegasus could feel the energy flowing through her, invading her, merging with her. She closed her eyes as the pink crystals shot towards her, opening them once more to find that they had formed a singular crystal that now hung about her neck, the clasp of a necklace having formed around it._

_ As she closed her eyes again, however, she did not find herself staring into the familiar darkness of the back of her eyelids, but, like a babe opening its eyes for the first time, she saw the world anew._

_ She saw her friends as they surrounded her, but not as mere unicorn, pegasus and earth ponies... not as ponies at all... not as mere corporeal beings that could be wiped aside by the threat before them._

_ She saw the light of their very being made visible. The glowing silhouettes of their auras reaching out to touch her own as they all flowed together around the Twilight's magenta silhouette before forming into a ball of pure light as they were all lifted into the air. Their light merging together into a rainbow of light that coursed upwards before swirling around the now screaming alicorn._

_ Her cries increased in volume as Fluttershy could feel the energy being sapped from her, the fuel for something she couldn't explain but could implicitly understand. She could feel something building as the rainbow formed a brilliantly colored tornado around the dark alicorn... as she looked over at the dark alicorn, she could make out the black silhouette of its form within the vortex, but... beyond it, she could see the faintest outline of another aura: an aura of midnight blue within the dark shell._

_ Finally, the yellow pegasus could feel it coming, the alicorn's cries fading beneath the sound of the building magic. But something was wrong... something was off._

_ She could hear it._

_ Softly at first, but growing by the second until it filled Fluttershy's mind and subsumed her thoughts in fear._

_ Laughter._

_ It was laughter._

_ A dark, knowing laughter._

_ Fluttershy's eyes snapped open in time to watch the rainbow twist and shift before exploding outward, sending the ponies scattering across the room. Fluttershy smashed into a column before sliding, dazed, to the floor._

_ With a groan, the yellow pegasus looked up to find that the rainbow vortex remained, swirling about the dark alicorn, her laughter filling the hall._

"_You honestly believed you could defeat me so easily?"_

_ Fluttershy watched in horror as the colors bled out from the rainbow and dissipated into the gray air, the vortex slowing as the energy was sapped from it._

"_Oh, you poor... poor little foals," the voice calmly reproached them, speaking as if talking to a child whose ice cream had tipped from its rightful place into the dirt. "So much belief broken so very easily."_

_ Fluttershy trembled as the vortex stopped, leaving a swirl of gray that chipped away gradually. Panicked, she glanced from the disintegrating rainbow to her friends as they lay, scattered and struggling to rise._

"_Oh, my sad... pathetic, little ponies..."_

_ Fluttershy eye widened as the rainbow crumbled fully to reveal the dark alicorn... or rather... what she had become._

"_Perhaps now you will know..."_

_ An audible gasp rose from the ponies at the shadowy creature that rose from the ashes of harmony. Wisps of pure darkness bled from its pitch-black form as it took a step forward, smiling with sharp, glinting teeth that would've seemed more at home on a dragon or a manticore than anything even remotely equine. It looked upon them with cruel, draconic eyes, dark turquoise orbs that seemed to pierce with their glare, sending a shudder of fear through the yellow pegasus as she struggled to rise to her hooves._

"_This ain't right... this ain't how it happened..." Fluttershy heard the work pony's voice echo softly from beside her._

_ A deep, rumbling laughter echoed in the hall as the nightmare strode towards them. Fluttershy could feel her knees trembling as the floor itself seemed to shudder before, with a cacophony of cracking stone, the room tumbled apart around them as the nightmare filled it fully. The deepest dark filling the sky above them as the beast stared down at the yellow pegasus._

"_Now you will know your folly!"_

_ Fluttershy gasped as a trio of shadowy tendrils lashed out around her. She watched as they struck at and then through her friends. One by one they burst apart in an explosion of light before being consumed by the shadow._

_ For a moment, the yellow pegasus was silent._

_ Then she felt it building in her constricted throat._

_ She screamed._

_ She screamed as the last of them faded._

_ She screamed as the tendrils lanced towards._

"Fluttershy!"

She screamed as the dark tendril tore harshly at her neck and choked the voice from her, thrusting her into the air as all the pegasus could do was kick her hooves futilely in her struggle, trembling wings snapped to her sides as she stared into those terrible, slitted turquoise eyes before her as their color shifted.

"Fluttershy! Hold on!"

She could hear her friend yelling as the beast's gaze seemed to pierce her with its now red eyes. She felt herself going limp as she stared into the nightmare, the air cut off from her body. She could feel herself starting to slip away, the image before her swirling and a fading the longer she stared at it.

"Let her go!"

Fluttershy could hear the crackle of electricity as the nightmare let out a bestial roar the shook the pegasus to the core. She felt the beast's grip slip from her and soon enough she could feel the stone beneath her hooves once more before she slid down fully, rubbery legs unable to support her.

_It could have been gentle, you know..._

She heard it whisper inside her mind, the voice seeming to come from everywhere and nowhere at the same time as the pegasus stared up at the now smirking shadow.

"Get away from her!" Twilight yelled out, drawing the nightmare's attention as her magic began to concentrate around the tip of her horn. She growled softly as her horn lit up full with arcane energies, moving sideways slowly as she try to place herself between the nightmare.

"So sad," the nightmare remarked, standing still as the unicorn placed herself between the trembling pegasus and the glowering nightmare. It simply shook its head, the omnipresent smirk remaining as it feigned its sympathies. "This could have been so much easier if you'd just been cooperative. Nopony had to be hurt."

"Liar!" Twilight hissed, bits of magic shooting off her horn as she wielded it like a torch against the darkness before them. Fluttershy, meanwhile, could say nothing in reply as her body refused to comply. Whether it was to flee it or to fight against, it didn't matter. She could only stare up wide-eyed at the beast before her and shiver with an all-encompassing fear.

"Well, if you shall cling to these," the nightmare paused as it leaned dangerously close to the growling unicorn, "silly little apparitions, perhaps I will simply have to rid you of them!"

The nightmare snapped forward, the magic surrounding Twilight's horn dispelled as the unicorn ducked under the beast's snapping jaw with a frightened yelp.

"Twilight!" Fluttershy managed to cry out as a tendril of darkness snaked forward to wrap around the purple unicorn's neck and hoist her into the air, Twilight's legs kicking against the incorporeal being as she was lifted up to eye level with the nightmare.

"What a sorry apparition... strange that you've survived this long," the creature hissed, the shadows seeming to loom larger by the moment, filling Fluttershy's vision and the hall fully.

"D-don't hurt her," Fluttershy stammered out. "Please... don't."

"Do you hear that, my little phantom? Do you hear how pathetic your master is?" the shadow asked the flailing unicorn as it grew to fill the entirety of the space. Its form twisted and shifted within the shadow, the once equine shape losing its definition as it grew larger and larger. "Perhaps you should have learned from her."

"Fluttershy..." Twilight gasped out weakly as she was lifted higher and higher.

"Please... please don't take her away..." Fluttershy choked on her words, tears flowing freely as she stared up at her friend, body wracked by frightened tremors.

"Fluttershy... don-" The beast grinned wickedly, a pair of monstrous fangs now protruding from its maw as it choked the purple unicorn's voice from her. "Fluttershy... don't give... don't give in..."

"I..." Fluttershy found herself unable to reply, feeling the unicorn's frightened eyes upon her. The beast merely laughed as it turned the unicorn towards the pegasus.

"Oh, what shall you do, little pegasus?" the voice rumbled with a mocking laugh barely contained, the grin widening as the beast became more and more defined.

_ I won't let you down, Twilight... any of you..._

The serpent-like shadow's laugh filled her being as it stared down with malice-filled eyes. It coiled its body around itself as it reared to its full height, the throne room groaning as it expanded impossibly to accommodate the beast's massive girth. With a a slow motion of its shadowy tendril, the beast brought Twilight down to Fluttershy's level. The unicorn's eyes wide with fear, a thin sheen of sweat obvious on her coat.

"Perhaps you need a moment," the nightmare spoke, a growing smirk growing on its dark, scaly features, black tongue flicking out every few seconds as the very tip of its tail encircled the captive pony, the dark tendrils vanishing.

"Flutter... shy," the purple unicorn choked out, voice strained, "I know you ca-"

"Twilight!"

Fluttershy's cry mixed with the echoing snap and, with a soft thud, the unicorn's body hit the floor just before the pegasi's hooves, its neck twisted at an odd angle, head lolling listlessly to the side, eyes still wide open.

"Aww... too late."

"Twilight..." the yellow pegasus muttered as she stared at the now motionless unicorn. The pegasus shuddered as she tapped a hoof to her friend's body.

She felt cold... so cold... so lifeless. Slowly, before Fluttershy's eyes, the unicorn's colors faded as the rainbow's had, leaving behind a cruel, stone representation of the unicorn.

"Oh... this just won't do," the beast cooed, trailing its tail cautiously, carefully over the stony remains of the unicorn. "We certainly can't leave her in such a state. It simply wouldn't do."

The beast pulled back slightly, Fluttershy moving to grasp at the unicorn statue before the beast slammed its tail hard into the ground, sending Fluttershy backwards onto her stomach and the statue into the air.

"No!"

Fluttershy made a desperate to dive for the statue, but, as she skidded across the floor with a powerful flap of her wings, she watched it descend and begin to disintegrate. Body trembling, she felt the ashes settling around her, a small pile accumulating in the soles of her forehooves before her friend's horn hit the ground with the sound of crystal on stone, shattering on impact.

She simply stared for a moment, her eyes burning as she felt the bile bubble up into her throat.

"Tell me, little one," The snake curled about the trembling pegasus, its voice cooing gently as Fluttershy felt its tongue tasting the air around her, "how long do you wish to play this game of yours?"

Fluttershy was silent, the soft breeze of the snake's breath shifting the ashen pile in her hooves, scattering it over the floor as the pegasus did nothing but watch.

"Or rather," the serpent's voice filled with a cruel sneer as it encircled the pegasus, "how much longer can you keep playing this game?"

The pegasus shrank back, eyes screwed shut, as the serpent's tongue flicked through her mane, tasting her apprehension, her fear, her cowardice.

"Such a weak... pathetic specimen. Are you certain you're even a pegasus?" the nightmare asked, smiling as it lowered itself to eye level, shrinking to a more manageable size as it drew ever closer to the pegasus. "Hardly even a pony. Perhaps something in the rodent family would have suited you better than a pegasus. Or perhaps even a hermit crab."

Fluttershy curled tighter around herself as the nightmare shrank to a pony-sized serpent. She could feel the coolness of the scales, seeming to sap the warmth from her as the beast coiled around her. The light dimmed and the throne room faded away until it was just Fluttershy and the nightmare, suspended wholly in darkness.

"Now... your friend on the other hoof..."

Fluttershy's ears perked up, her shivers ceasing even as the coils tightened about her.

She felt it once more.

"Rainbow Dash... there was a specimen of a pegasus. So bold. Perhaps a bit arrogant, but a pony that could get things done," the nightmare mused as Fluttershy's eyes opened to stare at the somewhat distracted serpent. "That could have been a challenge. Some sport at least." Fluttershy felt it growing within her, a familiar feeling. "But alas, we have poor, pathetic little Fluttershy. Truly is a fitting name for you, isn't it?"

"Stop talking about her..."

"What was that?" the snake asked mockingly, uncoiling slightly as it looked at the yellow pegasus. "Does the poor widdle Fwuttershy have something to say?"

"Stop talking about her," Fluttershy growled, eyes shut as a few stray tears curled down her cheeks. "You don't have the right."

"Oh, and who will be stopping me, little one?"

"I will," Fluttershy whispered, eyes opening to reveal a pair of glaring turquoise eyes.

"Hmph," the nightmare snorted, unfazed by the pegasi's stare. "You must be kidding."

"You won't win," the yellow pegasus stated, the edges of her eyes beginning to glow, a soft pink light creeping out from within.

"Oh, this again," the snake mused quietly drawing back as the pegasus stood up slowly, her body filling with strength. "Perhaps this will be a bit more... interesting." The snake chuckled as it rose again, its mass increasing once more to fill the cavernous throne room as the pink light cast away the darkness.

"We beat you once... we can do it again," Fluttershy whispered, taking a solitary step towards the serpentine monster as her wings flared aggressively behind her. Soon enough, the pegasi's natural turquoise eyes had been subsumed by the pink light. She could once more see the beast, not as it appeared, but as it truly was: a formless black shadow that pulsed and throbbed with dark, arcane energies. She traced the flowing black tendrils that extended from its body, linking it to the shifting throne room.

"Oh, this will most entertaining," the nightmare remarked, its voice not coming from the serpent's mouth, but rather from the room itself, the stones trembling with its deep, rumbling bass.

"You don't scare me," Fluttershy stated, her conviction wavering ever so slightly as she heard the stonework groan, threatening to collapse around them. Spiderwebs of cracks shot through out the stonework as a deep, throaty rumble surrounded the lone pegasus.

"But you should be." The tremors of the beast's laughter shook the room to its very foundations as it expanded ever larger before, without warning, it cracked. "Only a mad pony wouldn't be, foal..."

The room split down the middle, the walls and windows snapping into twisted shards that burst outwards, leaving only the barest structure remaining as a few stray columns and the entrance were still rooted to the relatively intact floor by the coursing plants. Fluttershy glanced about, eyes wide as the forces of gravity seeming lost on the world, bits of the former room hovering as remote islands in a sea of endless dark.

"For you see, dear Fluttershy," the serpent began, "you are in my domain now."

With that, the serpent shot forward with blinding speed, maw open wide to reveal a pair of glinting fangs as it hurtled towards her.

~o~O~o~

**Last Updated:**

**March 17, 2012**


	12. Arc 1: Perturbation, Part 8

_MLPFiM Original characters created by Lauren Faust & Studio B. MLPFiM © Hasbro_

_This fan work is in no way designed to infringe upon the rights of Hasbro and Studio B. It is, completely and utterly, a fan-based concept and intended for free distribution for the promotion of My Little Pony._

~o~O~o~

**METANOIA**

**Arc 1 - Perturbation**

**Part 7**

~o~O~o~

_"Something about all this jus' ain't sittin' right..."_

_ "Doesn't matter."_

_ "..."_

_ "We have to."_

_ "... I know... don' make this feel no better though. Don't think I've ever seen her look so worried... the both of them."_

_ "I... none of that matters. We know what we have to do. We're here. Let's do it."_

_ "I don't mean nothin' like that... just feels like we're missin' something here, y'know? Like they's keepin' something from us."_

_ "..."_

_ "..."_

_ "I know... I feel the same."_

_ "..."_

_ "..."_

_ "Are you two ready?"_

_ "As we'll ever be."_

~o~O~o~

Debris rained down around them as the snake smashed into and then through the column. As Fluttershy skidded along the floor and lifted herself back into the air, it pulled itself from the ruins, dust and stone falling from its dark flesh. It let out a rumbling growl as it turned to face the flapping pegasus, scaly lips twisted in a maniacal grin.

Fluttershy had only time to let out a gasp before immediately dropping her altitude, dropping just beneath the serpent-like demon as it shot through the air just above her, the scales scraping through her extended feathers.

Mouth agape, Fluttershy watched as yard after yard of monstrous beast coursed by above her. Her wings seemed to move in slow, blurring swirls of feathers as she studied it the fleshy armor..

The beast seemed endless.

"It doesn't matter where we are! You won't win!" the pegasus yelled out, shaking herself from her reverie as the serpent looped around itself to face her once more.

Fluttershy could feel the dread that threatened to overwhelm her as she studied the gnashing teeth and the long, thick fangs that hung from its maw. The felt the tell-tale tremble of her muscles as they threatened to give out.

"You won't win, I won't let you!"

The beast merely laughed, sending a shudder coursing down the pegasi's spine. She wanted to run, to flee from the monster before her, but she suppressed the fears and held her head high. Swallowing hard, the pegasus stayed put, glaring daggers at the beast as it reared to attack once more.

It launched itself at her, serpentine body cutting through the air at the yellow pegasus as she felt the familiar power building inside her.

She didn't move save to flap her wings as the beast drew nearer and nearer. The gaping black of its open throat threatening to consume her, she merely stared at the approaching doom.

At the last second, she folded he wings and dropped beneath its hurtling form only to flare her wings out. She flipped in the air, bringing her hind hooves to bear before bucking the beast right in its expansive underbelly with a resonant thump.

The beast's angered roar filled the air as it was sent reeling back into the darkness, red eyes glinting with anger as dark energies bled from the spot of the blow. Fluttershy lowered to the ground, her hooves crackling with electricity as her body began to radiate a pink light. The pegasus couldn't help but grin at the beast's apparent pain as the dark tendrils that attached itself to the room receded into itself to care for its wound.

"Hmph... Old tricks." the beast grimaced before grinning anew. "How about we try something new?"

With a roar that sent Fluttershy scrambling into the air, the beast lashed out with a trio of shadowy tendrils, sending chunks of the floor flying into the air as it dug three deep divots into the stone. The pegasus weaved through the flying debris before she felt something slam into her, sending her tumbling through the air. She cried out in pain as she smashed into the top arch of the entry wall before collapsing to the floor with audible thump.

Coughing, Fluttershy rose back to her hooves, one wing limp at her side while the other snapped to her side, trembling uncontrollably. She stared at her hooves as she took a few weak, unsteady steps towards her opponent. At a tremor of laughter, she glanced up to find that the nightmare had begun changing once more.

Rippling tendrils of dark energy snapped and pulsed, forming a broad torso from which a pair of wickedly clawed arms sprouted. Behind it, Fluttershy could see the changes continuing, sinewy muscles forming a pair of limbs that speared out from the beast's back, skin forming between long fingers of bone soon wrapped in the taut, black flesh, becoming the wings of a-

_Dragon..._ Fluttershy thought to herself, her legs already quaking at the prospect of the nightmare's transformation. Oh, _please not a dragon..._

"Oh... but, of course, dear little Fluttershy," the beast growled as its once blunt, serpentine muzzle lengthened into the long, curved snout of a true dragon. It grinned, now with a new mouth filled to the brim with razor sharp teeth and, with a snort, black fire shot from its nostrils. "What kind of host would I be if I didn't... indulge my guests?"

_Oh, Celestia..._

"She cannot help you here, I'm afraid," the new-formed dragon declared with an insidious grin, flaring its wings as its lower body finished forming, a pair of wicked talons digging into what little remained of the floor, what remained of its serpentine body swaying across the floor in long lazy sweeps..

Fluttershy scrabbled backwards, just missing the stairs as she pressed herself against the side of the entry as the nightmare strode forward, teeth shining at the center of its dark visage. She could feel the strength draining from herself as her heart thudded in her throat and stomach twisted endlessly around itself.

"Less a challenge then I'd thought," the dragon breathed, dark, purple flames punctuating its words as it drew nearer. "Let us make this quick then."

Fluttershy swallowed hard as the beast loomed large in her vision. It smiled as it began to draw in breath, a fireball growing in its maw as it smiled, open-mouth and maliciously down upon her. Suddenly, however, something familiar caught her attention: a familiar whistle.

Both Fluttershy and the dragon glanced over to see the brilliant orange silhouette of a pony, a long glowing rope hurtling towards them. The dragon's eyes went wide as the rope ensnared its muzzle and, as Fluttershy watched with her mouth agape, pulled it down towards the hard hind hooves of the orange pony.

The beast fell back with an enraged growl as the rope dissipated into nothingness, leaving a scar across the dragon's face.

"You bring them here?" the dragon yelled out, fire spilling through its teeth as it lept back to its claws. "You wish such suffering?"

Fluttershy turned from the dragon to the orange mare to find the silhouette beckoning her towards the stairwell. A sudden roar drew her attention and Fluttershy gasped as she glanced back at the dragon, finding her vision filled by the massive purple flame before something slipped about her middle and she was pulled roughly into the stairwell.

Looking back, she could see the fireball hit, a large section of the archway simply ceasing to be as it was struck by the purple flame as the dragon let out another ear-splitting roar. Fluttershy found herself thumping hard against the orange silhouette's back as the dragon pursued them, flames leaking from its maw.

Instinctively, the pegasus grasped at the pony beneath her as it reared up and shot down the stairwell and away from the enraged dragon. The dragon reached the start of the stairs before it vanished around the bend. After a moment, it seemed that its pursuit had ceased as its angry roars were replaced by the echo of the orange pony's gallop. Fluttershy felt her nerves calmed by constant clatter of nail on stone as the orange silhouette galloped down the stairs.

"Who are you?" Fluttershy whispered quietly as she stared up at the orange silhouette pony. She could feel it staring back, seeming to radiate a comforting warmth despite lacking any discernable facial features. Save for the mane and tail, it was a blank slate of an earth pony, not unlike the statues she had come across previously.

Soon enough, however, the pegasi's relative calm was interrupted by the renewed roars of the nightmare coming from all around them. The orange silhouette drew towards the inside of the stairwell as the roar localized beyond the walls. Just outside, the pegasus spotted the beastly silhouette approach through the windows lining the exterior of the stairwell.

"Watch out!"

The wall beside them burst inward, a dark scaled talon scraping overhead as the pair of ponies slid just under before having to leap upwards as the first talon's sibling crashed through the wall in front of them. With a well timed buck of its hooves, the orange silhouette set itself back on the path down the stairs and sent the dragon back with a yelp of pain.

Looking up as the roar reverberated through the stairwell,, Fluttershy watched the silhouette of the dragon pass by, sending tremors through the stone steps.

With a squeak of fear, Fluttershy pulled back on the orange silhouette, flaring her one good wing as she tried to halt the other pony's momentum. The orange pony's hooves scraped loudly against the stone steps as it saw what Fluttershy had, the stairwell in front of them crumbling as the dragon's claws split open the stairwell and it jammed its head wholly into the stairwell.

"Nowhere left to flee, little one!" the dragon roared, red eyes alight as noxious smoke spilled from its maw into the curved stairwell.

The orange silhouette glared at the hulking beast before it, hoof pawing at the stone step upon which they had stopped.

"Oh... no..." Fluttershy groaned, clutching at the orange pony, eyes wide as she stared into the gaping maw of the dragon, ready and able to swallow her whole if it wished to.

Fluttershy could feel a rumbling coming from the orange silhouette as it stood and faced the dragon, the orange mare's tail flicking about in agitation. Fluttershy clutched at the orange pony's mane, burying her face as if she believed she could disappear into it.

"Hmph, another brave one," the dragon smirked, its noxious breath flowing over them, choking the air as the stairs seemed to dim and fade. "Will you really sacrifice them? I wonder..."

The orange pony stomped a hoof aggressively, pawing at the ground as as if to charge the dragon. The nightmare simply grinned, smoke replaced by flame as it concentrated once more within its mouth.

"No...no, don't..." Fluttershy muttered fearfully as she peered through the orange mane at the dragon's blood red eyes.

Suddenly, she felt a wave of calm coursing through her, the orange pony's sightless face staring back at her. She could almost feel the pony winking at her as if to tell the pegasus that everything would turn out just fine before it turned back to the dragon. The silhouette gave another brazen stomp of its hoof, snorting before it reared back on its hind legs and charged the dragon.

The nightmare's eyes widened slightly, the omnipresent smirk widening before, with a roar it sent flames cascading into the stairwell towards the charging ponies.

Fluttershy screamed as they charged at the approaching flames, clutching tight the orange pony as in barreled downwards before veering suddenly to the inside of the stairwell. The orange pony ran hard, jumping onto the inner wall before hurtling itself and Fluttershy over the encroaching flames towards a window.

"NO!" Fluttershy could hear the dragon swear as they broke through what remained of the ancient glass and tumbled into the darkness.

Flapping her good wing in a panic as they tumbled uncontrolled through the air, Fluttershy stared back as well as she could to watch the dragon pulling its head from the ruins of the stairwell, stone and dust falling about it. What little remained of the tower crumbled before the pegasi's eyes, leaving nothing but an ashen-colored cloud where the old castle had been.

"You will not get away from me!" the dragon roared from within the gray cloud of debris as Fluttershy flared her good wing in a desperate bid for control, the wind tearing at her.

"Oh, pleasepleaseplease," she squeaked out in fright, invoking anypony able to aid them as she clung to the orange silhouette pony for dear life as they fell, tears streaming from her face as the winds whipped at her eyes.

_Oh, please, Celestia, Luna... anypony..._

Fluttershy prayed silently, burying her face into the back of the orange silhouette as she slowly gained control over their descent. They were no longer tumbling, uncontrolled, through the air; they were now dropping like a barely controlled stone into the seemingly infinite dark.

_Oh, please just let us land someplace soft..._

Fluttershy could feel the silhouette beneath her tense the moment before they hit with a dull squelch.

_What?_

The pegasus found herself suddenly surrounded on all sides by some mysterious goop pressing in on her from all sides. Her grip on the orange silhouette slackened as she began trying to extricate herself from the strange slop into which they has fallen.

Slowly, she began to swim in the direction she hoped was up, hearing her hoof slaps against the thick liquid as she breached the surface and threw herself over the lip of the tub.

_Grape juice?_

She could taste the fruit on her tongue as she finally opened her eyes to find that they had landed, watching as the juice sloshed over the side of the oversized barrel. Slowly, the pegasi's eyes went wide as she looked over the edge of the barrel at the inexplicably smiling orange silhouette, her savior standing in the middle of an expansive orchard of apples.

"A-ap—"

She was cut off by the sudden draconic roar that filled the air and shook the trees. Before the pegasus could even glance towards the beast, she felt something loop around her waist as she was yanked roughly from the tub, landing on the orange pony with a loud "Oof!"

"Get back here, you little foals!"

She could hear the beast roaring in a rage as the orange pony reared up and shot forward into the orchard, following the well-worn main path through the trees. Wrapping her hooves tight around the pony's neck once more, Fluttershy glanced back to find the nightmare descending upon them, dark flames bleeding from its maw. The beast dove down towards the tree line, eyes glinting maliciously as it opened its mouth.

"Watch out!" Fluttershy cried out, twisting the orange pony's neck to the right as the dragon cut a swath through the orchard. The orange pony shot to the right, giving the pegasus a quick look as, behind them, full-grown trees were reduced to cinders. The yellow pegasus breathed a sigh of relief as they disappeared into the orchard proper, the orange silhouette weaving through the trees in a seemingly random pattern.

_Did we lose it?_ the pegasus wondered idly as she glanced up, trying to spot some sign of the beast through the thick rows of apple trees. She felt a sense of calm settle around her even as the orange pony slowed her gallop to nervously glance about the sky for their pursuer.

"I think..." Fluttershy trailed off as she slumped down onto the orange pony's back. "I think we're alright n—"

She was interrupted as a spear of an apple tree pierced the land before them, sending the Fluttershy to the ground as the orange pony reared back in a panic.

"Oh, surely you didn't think it would be so easy," the beast cooed, a tree clutched in each claw as it hovered, an almost bemusing smile on its scaly features. "Now, be good little ponies and hold still!"

Fluttershy felt herself freeze for a moment as the dragon bore down upon them, but, with a quick nudge from the orange silhouette, she rolled onto hooves under her and took off. She galloped back towards the main orchard path, the orange pony just ahead, leading her through the dense rows of apple trees.

"Oh, good., I was hoping we could make a game of it!" the beast growled, pitching its ammo at the pair.

Fluttershy gasped, the wind whistling through the branches of the projectile apple tree as it hurtled towards them. She felt the orange pony hit her, sending her into another row as the falling tree impacted the ground between them, sending a tremors through the orchard.

"Yes! Yes!" the dragon called out, sending tree after tree shooting through the air at the pair of fleeing ponies as its mocking laughter surrounded them. "Scurry like rats!"

Fluttershy found herself dodging and weaving through the orchard, feeling the constant vibration as projectile after projectile impacted the earth. The pegasus found herself gasping for air by the time the pair made it to the main road.

"We... can't..." Fluttershy spoke through staggered breaths as the orange silhouette lead her down the middle of the road.

They were utterly exposed as the dragon reached break in the orchard, following them easily now that they had ceased bobbing and weaving through trees, and begun following the linear path of the road. Fluttershy moaned out in fear, glancing back to see the dragon with a malicious grin on its face, hefting a rather sizable tree in its clawed talon.

"We have to move, it's gonna get us!" Fluttershy veritably squeaked out, trying to press the orange pony towards the tree line.

It didn't break for the trees, however. It wouldn't break for the trees.

It simply maintained its line through the orchard, staring up at their pursuer with a determined glint in its featureless eyes.

Fluttershy felt strangely at ease beside the pony, but, with the dragon so close, she couldn't help but tremble at the thought of what approached. She could feel her good wing locking up at her side, her legs threatening to give out each time they contacted the hard, packed earth. She felt the sweat of exertion mingling with that of fear as a creeping shudder coursed its way from her tail all the way to her skull..

"Oh... you make this far too easy, elements..." the dragon spoke as it hovered closer, its clawed fist wrapping tightly about its chosen munition.

Fluttershy glanced from the orange silhouette to the dragon. The pegasus bit her lip, her mouth filling with a distinct coppery taste as she did so. She stared at the orange mare with a growing fear plain in her eyes, but the orange mare simply stared at the dragon, its brow furrowed in concentration.

"We have... to get off... the path," Fluttershy gasped out before a sudden roar drew her attention back to the nightmare in pursuit of them.

_Oh, no..._ Fluttershy mewled silently, staring at the tree now hurtling straight for them.

The pegasus hurried her gallop before she felt herself suddenly pulled from her hooves. She landed on her rump, dazed and confused before glancing down to find a glowing orange rope tight around her middle.

"What are you doing?" Fluttershy demanded, her voice high and panicked as she stared back at the now stationary orange silhouette.

The silhouette simply stared, hooves planted solidly in the dirt as it watched the tree hurtle towards them. Fluttershy scrabbled for footing before the mare gave a subtle tug of the rope, glancing over as if to plead for trust..

Fluttershy simply stared in return, her body trembling as she realized what was about to happen.

_Please..._ she silently mouthed, voice choked by fear.

Just before the tree impacted, the orange silhouette reared. Fluttershy felt the rope tighten about her middle as she was pulled hard towards the orange mare. She cried out as she was sent in a wide arc, first towards the incoming tree before the orange silhouette slammed her hooves down and sent Fluttershy careening through the rest of the loop and away from the dragon.

Hurtling through the air, Fluttershy stared at the orange mare as the tree impacted.

_No..._

~o~O~o~

"_Something's wrong."_

"_..."_

"_Something's wrong... we need to call it off."_

"_..."_

"_Princess?"_

"_..."_

"_Celestia?"_

"_..."_

"_..."_

~o~O~o~

Fluttershy watched helplessly as the tree struck the silhouette, the orange mare bending and warping around the blow before she simply shattering in a burst of white and orange light, the rope that had been looped around the pegasi's waist slipping away into nothingness.

"Applejack!" Fluttershy cried out as the orange sparks dissipated into nothingness. With a grin, the dragon once again focused its attentions upon her. She felt a shudder course through her as the beast's red eyes locked onto her hurtling form.

The dragon beat its wings and took off through the now crumbling, ashen orchard, the once green and vibrant foliage fading to a deathly gray as the nightmare flew overhead towards the far flung mare.

As her senses returned to her, Fluttershy feebly opened her wings, able to manage little more than a controlled glide.

"Oh... poor Fluttershy... abandoned once again..." the dragon mocked, its voice dripping with malice as it drew closer. One of its claws dipped into the orchard to pluck another tree from the earth, the leaves and bark of the tree cracking away until nothing but an ashen spear was left. "How does it make you feel? To be sacrificing them so."

"Shut up," Fluttershy snapped, tears staining her cheeks as she tried to propel herself forwards.

Below, she could see the orchard fast running out, the trees ahead fading away into the all-consuming dark.

"Give up, little one," the dragon cooed, "Surrender yourself and this could be so much easier for all of us."

"I said shut up!" the pegasus cried out as she slowly lost altitude, the wind tearing painfully at her battered wings.

_I won't give in... _Fluttershy stated silently, breathing hard through gritted teeth. Out of the corner of her eye she could see the feathers tearing from her wings. She was bound to lose control at some point, but until then she simply stayed her course. _I won't give up..._

"Have it your way, foal," the dragon spoke as it drew to within just a few yards behind the pegasus.

She could feel it

Its hot breath coursing through her fur.

She closed her eyes, waiting for the worst to come.

~o~O~o~

"_This isn't normal..."_

"_..."_

"_..."_

"_No. It isn't."_

"_But you won't stop it."_

"_No."_

"_Why?"_

"_..."_

"_..."_

"_Because I can't."_

"_..."_

"_..."_

~o~O~o~

Fluttershy glided, eyes screwed shut, through the air as the nightmare laughed merrily, tree still clasped in its claws. It grinned as it watched the diminutive yellow pegasus plummet slowly towards the ill-defined ground of the shadowy plane.

"Oh, why do you make it _this_ easy?" it complained, hovering listlessly as it waited for the pegasus to impact.

Fluttershy, for her part, simply bit her lip as she felt the winds cutting through her fur and then...

...nothing. No wind, no rush of air and no impact.

"What?"

Fluttershy could hear the disbelief in the nightmare's voice as the winds about her had suddenly ceased.

Opening her eyes, the pegasus found herself surrounded in a soft blue aura as she was lowered slowly to the ground. As she turned to look for her savior she found a unicorn standing beside her, a well-coiffured mane falling beside the purple silhouette's horn as it glowed softly in the darkness before fading away.

"Th-thank you," Fluttershy stammered out uncertainly as she stood unsteadily on her hooves, her lame wing dragging in the dark earth. She felt herself calming slightly before a tremor coursed through the ground.

"Oh, how sweet this is," the nightmare cooed as it dropped heavily to the ground at the edge of orchard. "So willing to sacrifice... So willing to throw them all away," it mused to itself as it plucked up a second apple tree in its free claw, bark and leaves burning away. "Is that how you will play this, Fluttershy?"

Fluttershy simply stayed silent as she turned to face the beast. She glared, biting her already torn lip as the purple silhouette interposed herself between the pegasus and the nightmare.

"Have it your way, little one," the nightmare mocked before hurling the tree at the purple silhouette pony with a roar.

The pegasus could feel her heart leap into her throat as she immediately grabbed onto the purple silhouette, trying to force it out of the way as the twin spears hurtled through the air towards them.

"We have to go!" Fluttershy grunted as she pushed futilely at the stoic, purple silhouette. The silhouette wouldn't move as Fluttershy felt her hooves slipping against the black earth, sending her collapsing to the ground.

The silhouette simply gave a little snort and stood tall before the falling, projectile tree, horn flaring into life. Brow wrinkled, the purple pony stared down the hurtling tree.

Just before burying her face in her hooves, Fluttershy saw something hurtle from behind them and, moments later, she heard a thunderous crash issue forth. But there never came the the impact that she had been expecting.

Peering out from between her hooves, she watched a pair of now badly dented ponyquins settled before her. As the pegasus stood, she found that the twin spears had embedded themselves in the dirt.

"What?" Fluttershy cocked her head to the side. "Where did... how? What?"

"With the... and the... What?"

The purple silhouette simply huffed at the shared confusion of pegasus and nightmare.

"How did yo-" Fluttershy was interrupted as a shudder coursed through the ground, her hooves splayed wide as she tried to keep her balance.

"Ah... another sacrifice." The dragon smirked as it took a step forward, flaring its wings out menacingly.

The purple silhouette did not back down, a half-dozen ponyquins coming between her and the dragon, hovering in front of them.

"Let us proceed then, element," the beast spoke cooly as Fluttershy glanced between the it and the silhouette. Then she saw something shimmering in the darkness behind her.

"What is tha-AaaaAaat!" Fluttershy cried out as she was pulled quickly into the air and away from the nightmare, crashing hard onto the back of the already galloping purple silhouette, the ponyquins flung at the dragon.

It merely batted away the ponyquins, roaring with frustration as the silhouette streaked towards the object in the dark.

As they drew closer, the beast lifting back into the air, Fluttershy saw a door shimmer and warp into existence before her. With a tug of her blue aura, the silhouette slammed it open. As Fluttershy peered into the new found doorway, she saw a long hallway the seemed to go on forever, arcing gently to the right. She could hear the sound of the silhouette's hooves shift as the muffled clops of hoof on dirt gave way to the echoing tap of the hard linoleum floor of the hallway.

Turning back, Fluttershy saw the nightmare hurl itself after them before the slamming of the entrance cut it off from her sight, its muted roars still sending trembles through the hall. They stopped for a moment, watching the closed door.

The roars persisted for a moment, the door warping before their eyes before vanishing back into the darkness from which it had come, taking the sounds of the beast with it.

Fluttershy let out a sigh of relief as she slipped her hooves about the silhouette's neck to stabilize herself. The silhouette was silent, breaking into a steady trot as the echoes of the nightmare fell completely silent. Fluttershy glanced around the long hall to find it strangely devoid of detail, dark save for the light of hanging lanterns. Gradually, the silhouette slowed again to a stop, ears twitching in an agitated manner.

"W-where are we going?" Fluttershy queried, but received not answer from the unicorn as it glanced around. "I guess I'll just walk on my..." Fluttershy fell silent as she moved to dismount the purple silhouette, but found herself unable to, a soft blue glow holding her in place.

The purple silhouette turned to face her, shaking its head slowly.

"Are... are we safe here?" Fluttershy asked, tightening her grip slightly.

The silhouette glanced downwards, shaking its head before continuing its quiet trot into the seemingly endless hallway.

Then there came a tremor, the only sign of it being the gentle swaying of the lanterns overhead.

Then there came another.

And another.

A lump caught in Fluttershy's throat as a chill coursed down her spine. The purple silhouette turned and Fluttershy followed its sightless gaze back down the hall from which they had come. From around the bend of the hall they saw a glow, the glow growing as the tremors increased in intensity.

"Oh... no... no, no..." Fluttershy muttered ceaselessly, her head throbbing as she sensed it, the purple silhouette stepping backwards as it kept its attentions on the glow.

Above, the lanterns began to swing and tremble mightily, their flames clinging weakly to life within their glass cases.

"Come back, Fluttershy," a familiar voice whispered, a chilling wind blowing through the hall.

One-by-one, the lanterns flickered and went out. It was dark for but a moment before a soft blue light filled the hall, the silhouette's horn glowing as her brow furrowed in concentration.

"Don't abandon them, Fluttershy."

The floor trembled and rolled unnaturally beneath the silhouette's hooves. Fluttershy found herself lifted from the purple silhouette's back and set back down on the floor just behind the unicorn.

"Don't leave them, Fluttershy," the voice continued to whisper, echoing in the constricting hallway, the walls seeming to pulse and throb around them in time with the pegasi's heart, the ceiling threatening to press down on them.

Fluttershy's focus shifted between the purple silhouette and the encroaching darkness. The voice seemed to come from everywhere at once, seeming to issue forth from the walls themselves and to echo softly in the back of her thought at the same time.

"Don't leave us, Fluttershy. Stay with us... don't abandon us like they did..."

~o~O~o~

"_Sister! Sister, what is wrong?"  
>"I... I am fine..."<em>

"_No you aren't!"_

"_..."_

"_Luna?"_

"_Yes? What is it? What can I do?"_

"_You don't feel it, Luna?"_

"_No... no, sister, I do not."_

"_..."_

"_..."_

"_Milady... what is happening?"_

"_Exactly what is supposed to."_

~o~O~o~

"Don't abandon us like they did..."

The words hung in the air as the hall suddenly stilled. The lanterns burst into life once more and Fluttershy was left alone with the purple silhouette, its horn going dim as it glance about the hall.

"W-we sh-should keep m-moving..." Fluttershy stammered, hooves uncooperative as she stood, stuck to the spot and staring into the darkness.

The silhouette stepped past the rooted pegasus and, with a burst of soft blue magic, dragged Fluttershy behind her a bit down the hall before Fluttershy found her hooves.

As Fluttershy took a few, steadier steps, the magic surrounding her weakening its hold and she trotted to catch up with the unicorn.

_Fluttershy..._

Her eyes went wide as the voice echoed, spinning to face the way they had come to find nothing there. Glancing over her shoulder at the silhouette, she found it unaware or unperturbed by the echo.

_Fluttershy... where are you, Fluttershy?_

The pegasus found herself suddenly relaxing, the silhouette's magic releasing its hold on her as she took a few tentative steps, trailing the silhouette by a few yards.

_Fluttershy... where have you gone?_

She slowed a moment, glancing from side to side as she trotted slowly and carefully, the purple silhouette trotting ahead, seeming wholly unaware of its charge's hesitance.

_I thought you were lost, Fluttershy..._

The fur on the back of her neck stood as an involuntary shudder coursed through her being.

_But now I've found you..._

She found herself stopped in front of a familiar door.

_Come in, Fluttershy._

The door swung open...

_Come in, my darling Fluttershy._

...and into the darkness she vanished.

~o~O~o~

**Last Updated:**

**March 19, 2012**


	13. Arc 1: Perturbation, Part 9

_**Metanoia**_

_Perturbation_

_Part__Nine_

~o~0~o~

_Fluttershy__... __Fluttershy__... __where __are __you__, __Fluttershy__? __Where __have __you __gone__? __Where __could __you __be__?_

"There you are!"

Fluttershy squealed as the hooves hooked about her waist, dragging her from her hiding spot beneath the couch and into the air, spinning her around the room before drawing her 6close to that familiar warmth.

"Awww, you found me!" she cried out in faux disappointment.

"Well, you shouldn't leave your tail hanging out then," came the reply, complete with a hearty laugh.

"My..." she trailed off as she realized that she hadn't considered her long pink tail at all, making it obvious where she had hidden. "Oh... well..." Promptly she stuck her tongue out at her once pursuer.

Her dissatisfaction, however, was soon buried by a sudden fit of laughter as said pursuer blew a big, wet raspberry right on her belly, the filly nearly biting her tongue out of shock.

"M-oooom!" she cried through the sudden onslaught of the dreaded giggles, her mother coming up for air to give her a moment's respite.

"Oh no, 'Shy!" her mother cried out in mock horror. "It's the dreaded giggle monster come to get you! RAaar!" With that the pair of auburn eyes dipped and a fresh fit seized the little filly, Fluttershy squirming around in her mother's grasp.

"Qu-quit it, m-mom!" came the stuttered cries of not-quite-surrender.

Her mother halted momentarily, glancing up at her daughter's blushing face with a cat-like grin before pressing her assault once more.

"Pl-ea-ease!"

Another moment of respite as her mother stared up at her.

"Please who?"

"Please, mom!" Fluttershy responded immediately.

"Hmm... not sure..."

"Please, ma'am!"

"Thatta girl," her mother replied with nod, rolling herself up onto the couch. "Ready to go to bed then, squirt?"

"But I wanted to wait up for daddy..." Fluttershy murmured, staring at her mother with a big, begging eyes. "Just a few more minutes?" she bargained.

"Alright, a few more minutes, but he's not supposed to get off 'til really late... sure you can make it?" her mother asked, cocking an eyebrow.

"Oh, I'm not tired at all," Fluttershy replied, nodding her head.

"Alrighty, 'Shy. So what should we do while we wait then?"

"We could play a game... maybe. If you want to, I mean," the little filly replied, stumbling over her words, her cheeks burning.

"Sure thing. How about..." she trailed off for a moment, eyes trailing over the nearby bookshelves. "Oh! How about we play _Weather__Wars_? Your little friend seemed to like that one."

"Oh... um... maybe..." Fluttershy mumbled as she recalled her rainbow-maned friend's veritable repertoire of victory dances.

With a few precise flaps of her wings, Fluttershy's mother had zipped to the shelf, grabbed the game and was back before Fluttershy could muster a protest.

"Oh..." her mother said with a grimace as she peeked into the box. "Seems we're missing some of the pieces..." She dug around in the box for a moment, the rattle of plastic seeming rather muted. "A lot of the pieces." She looked up to find her daughter's head hidden by a wing, the bright red of her blush able to be seen through her feathers.

"Um... sorry..."

They _had_ spent the better part of an hour tracking down pieces after a particularly... exuberantly performed shuffle had sent the game, board and all, scattering out the window. They likely hadn't even found half by the time the sun had fallen and her father had called them back inside.

"Well... so much for that game then..." Her mother was quiet a second, gaze shifting about the cloud home before settling on the staircase. "Oh! I have a great idea," her mother shouted excitedly, shocking Fluttershy from behind the protective concealment of her wings. "Wait right there!"

In a flash, the older pegasus had disappeared up the stairs and, moments later, Fluttershy could hear her mother's mumbles issuing forth from her parent's bedroom. There was a loud crash, Fluttershy wincing at the sound, then a long string of words that brought an even heavier blush to the little pegasus's face before her mother trotted happily back down the stairs.

"Tah-dah!" her mother declared with a flourish, clutching the handle of a large bucket in her mouth and looking somewhat disheveled for her troubles.

"What's that?"

"What do you mean? You don't remember the last time we were out at yer Grammy's?"

Fluttershy thought a moment and shook her head.

"Oh... well, I guess it _has_ been a while," her mother murmured, tapping a hoof on her chin as she glanced around the kitchen. She shook her head and glanced down at her daughter with a wide smile on her face. "It's a bucketful of clay!"

"A bucket of dirt?"

"No! Well... yes, but a specific kind of dirt. You really had a real tal—" She paused a moment, tongue sticking out in concentration as she tried to work the lid with her hooves before gripping it with her teeth, yanking it open. "—talent for it too. Just need a bit of water," she hastily interjected as Fluttershy scrunched up her face at the dry, powdery mess inside the barrel.

Fluttershy gave the grayish clay an experimental sniff as her mother walked into the kitchen.

It had a nice smell to it, a familiar scent that sent a pleasurable shudder down the young pegasi's spine. By the time her mother had returned with a half-full pitcher of water and a rather large towel balanced on her back, Fluttershy had relaxed greatly, smiling at the pleasantly earthy odor.

"Ha! I knew you'd remember."

Fluttershy sat up, her smile replaced by a confused frown.

"What's the towel for?" she asked in earnest.

"So your father doesn't," she drew a hoof across her neck and gurgled dramatically, "me. Got me?"

Fluttershy stared at her mother, wide-eyed.

"So we don't make a mess of things, 'Shy. Sorry," she apologized with a sheepish grin. "Don't think your daddy would appreciate us smearing dirt all over the living room, right?"

"Oh... right," Fluttershy replied, recalling the last time that had happened when a group of her mother's friends had come for the evening. A strange silence had hung over the house for a full week, broken only by iterations of "Fluttershy, tell your father this," and "Fluttershy, tell your mother that."

"We certainly don't want that," her mother stated, giving Fluttershy a quick, reassuring nuzzle before dumping the contents of the pitcher into the bucket. "C'mon, let's get to it."

"What do we do?"

"Well, first we need to mix in the water, I think..." she muttered uncertainly, jamming her hooves into the watery clay with a soft sploosh.

"Can I help?"

"Of course. Hop up on the table."

Fluttershy jumped cautiously up onto the coffee table. Peering into the bucket, she watched her mother's forelegs working the now grey-brown mixture. Carefully, she reached her small hooves into the bucket, her mother pulling away as Fluttershy's hooves sank into the muck with a delightful squelching sound. Fluttershy couldn't help but giggle at the sound, the coolness of it surrounding her legs feeling wonderful.

"I knew this was a good idea," her mother stated with a grin. "Almost thought you should have been born an earth pony the way you took to Grammy's."

Fluttershy didn't reply, far too busy working the heavy lumps of clay, the water seeming to disappear as the lump took shape.

"Alright, looks like you're all done with the first part. Now for the fun." Her mother pulled away an area rug, spreading out the towel on the cloud floor itself, weighting the corners with whatever was close at hoof. Then, rather unceremoniously, she dumped out the lump onto the spread towel. "Now we create!"

"Create what?"

_Whatever __we __want__..._

~o~0~o~

"Hey... Fluttershy..."

A pair of hooves shook her gently, eliciting an unhappy grumble as the pegasus merely turned over in her seat.

"We're here, 'Shy. It's time to wake up."

"Buh is so early..." the little filly muttered, curling about herself even tighter in an effort to shut out the encroaching sunlight.

"It's past noon, 'Shy."

"...more minutes..." she demanded blithely, trying to roll over only to flip herself out from her seat and onto the cloudy surface of the parkway. "Wha?"

"We're at the fair, 'Shy," the voice cooed, a hoof helping her to her feet before flicking a stray tuft of cloud from her mane. "Toldja you shouldn't have stayed up so late."

"Oh... but we were just having so much fun... and Daddy was—" She broke off for a moment as the words stuck in her throat. "Did Daddy come home?"

"Yeah... you could have talked to him this morning if you hadn't been so tuckered out," her mother chided her gently, lifting the young pegasus onto her back. "He ended up having an early shift so we thought that you and I could have the day together."

"Just the two of us?" Fluttershy perked up at the notion. It'd been months after all.

"Just the two of us."

Fluttershy smiled as her mother tossed a few bits the cabbies way, the surly-looking pegasus snatching them out of the air as he took off hunting for another fare.

"Well... somepony's rather huffy today," her mother muttered. "Oh well, won't be letting anything ruin this day now, will we?"

"Nope!" Fluttershy chirped excitedly.

"That's my girl," her mother grinned, giving the little filly a nuzzle. "So what should we do first? We could try some of the booths or the concession or one of the rides! I heard they were preparing an awesome cour—" She halted, craning her neck up to stare at something. "Oh, yeah."

Fluttershy followed her gaze, her stomach doing a preemptive flip as she saw it.

"Oh... my..."

~o~0~o~

It was a much greener Fluttershy that wandered out of the flight course, followed by her ecstatically gushing mother.

"And then the loop! Hit that going full-out!" she squealed excitedly, giving Fluttershy a solid hug that did nothing to quell the little filly's tumbling innards. "And yer daddy thought that yer momma didn't still have it. Well, we showed him, didn't we?"

Fluttershy managed a weak nod, hooves uncooperative as she staggered forwards, trying to match pace with her mother's excited trot.

"Hey... you alright, 'Shy?" came the worried question, a hoof appearing at her side to steady her.

"I'm *urp* fine..." she replied, choking down a bit of bile.

"Maybe we'll um... do something a bit... calmer now," she offered, bringing the smaller pegasus to her side so that she might serve as a crutch. "Something with a few less G's."

"That sounds... nice," Fluttershy said with a blush, her gaze stuck to the cloudy surface beneath them, watching to make sure her hooves contacted the cloudy surface properly. "Sorry I didn't do so well, Momma..."

Fluttershy felt her crutch vanish for a moment as her mother halted rather suddenly. As the little pegasus looked up, she found her mother's face obscured by her mane.

"Momma?"

There came no reply for a moment, just steady breaths swaying her mother's mane as Fluttershy moved to her mother's side.

"Momma... something the matter?"

"Yeah... lots of things," came the half-choked reply. "But none of that right now, 'Shy."

Fluttershy fell quiet as she slipped beneath her mother's mane. Looking up into her mother's face, Fluttershy bit her lip at the mix of bitter humor and sadness she found there.

"It's supposed to be our day, 'Shy. That means its your day too." She paused. "Your day _especially_."

"It's okay. I like it when you're happy, Momma."

"I..." She straightened up, hugging the little pegasus tight before brushing her own mane from her face. "You're great, you know that?" she said with a grin, eyes red but no longer teary. "But how about we find something that we both like... think it'd be good for us both to slow down and just enjoy the day, right?"

Fluttershy simply smiled in response before glancing about.

"Oh! How about the weather ride!" Fluttershy cried out gleefully, tugging her mother towards the familiar attraction.

"You sure? It's kind of a little filly ri—" she cut herself off as Fluttershy gave her a look. "Fair enough. Let's go."

As the pair took off, neither noticed the world behind them tearing at its seems, a soft blue light cutting through the clouds as the forgotten faded into a gray mist.

~o~0~o~

_ "__Ooooh__... __my__. __head__..."_

_ "..."_

"_Did __it __work__?"_

_ "__I__... __I __do __not __know__."_

_ "__Fluttershy__? __Can __you __hear __us__, __Fluttershy__?"_

_ "..."_

_ "__Wait__... __what__'__s __happening__?"_

_ "__Tha__... __that __can__'__t __be __right__."_

_ "..."_

_ "__Princess__?"_

_ "..."_

_ "__Fluttershy__?"_

~o~0~o~

A few minutes later, the pair were locked into a cart, Fluttershy grinning excitedly as her mother merely squirmed in her seat.

"Do we really need this?" she asked the attendant, gesturing to the bar pressed across her lap, forcing her into a rather unnatural sitting position.

"Regulations, ma'am," the colt muttered blankly, moving on to the next car as theirs departed the station.

"Bah on your regulations," she muttered darkly, Fluttershy giggling at the frustrated look on her mother's face.

"Oh, momma. It's not so bad."

"Still," she murmured, squirming beneath the bar, "I _hate_ being confined like this."

"Shh! It's starting!" Fluttershy hissed as they came to first part of the ride, the excited voice of stallion crackling to life.

**"****It ****is ****a ****question ****that ****had ****baffled ****pony kind ****for ****thousands ****of ****years****," **the voice declared in a masterful show of practiced excitement,** "****how ****to ****create ****and ****maintain ****weather ****for ****all ****the ****ponies ****of ****Equestria****! ****Back ****in ****the ****prealicorn ****era****, ****before ****the ****reign ****of ****our ****dear P****rincess ****Celestia****..."**

The voice continued on, unimpeded by Fluttershy's gasps of excitement at the spectacle of weather around her nor by the hardly stifled groans of her mother as she fidgeted with the cart.

"There has got to be a latch or a button or a—aha!" she cried out in excitement as she spotted the emergency latch, sending the bar into an upright and open position. "Much better. I tell ya, 'Shy, whoever designed this did not have ponies in mind. I mean, who sits like that, honestly? Anypony you know?"

"No, Momma," Fluttershy replied with a laugh as her mother stretched herself out.

"Definitely didn't have pegasi in mind neither."

"Won't we get in trouble though?"

"Aww... what's the worst they could do? Kick us off? Nopony's gonna notice before we're at the end of the line anyways," she stated before lowering her voice. "'Sides, between you an' me, I'm thinking that colt was a few drops short of a raincloud."

"Momma!"

"Hey, just saying,"she said, hooves raised defensively. "Besides, this way we get to really relax. Have some _us_time."

Fluttershy rolled her eyes, but even she had to admit it was far more comfortable without the bar. She adjusted herself into a more natural position and stared out at the displays around them. They'd arrived at one of the largest models of the ride: a scale model of the whole of Equestria lay about them, complete with slowly moving weather systems. She swore that, sometimes, she could even see a pony or two moving about if she squinted real hard. It just seemed so small from where she sat.

"It's big, huh?"

Fluttershy looked over at her mother, an eyebrow cocked.

"Well... not the model, but the real thing."

"Oh... yeah..."

"I mean... just look at Cloudsdale."

Fluttershy glanced to the left of giant spire that was Canterlot Castle to the floating city of Cloudsdale. She could make out the coliseum and the city proper. She swore she could nearly make out the block upon which she lived.

"And just think... we're two tiny little specks somewhere in there..."

"Yeah..." she murmured, the cart passing by a particularly nasty-looking patch of clouds, their narrator droning on about weather wrangling as a squadron of pegasi flew to intercept the storm.

"Kinda makes you think... reevaluate..."

"I guess..." Fluttershy muttered, her eyelids beginning to droop as the narrator's excited drone became a steady, soothing tone.

"I've been thinking, 'Shy, I think... 'Shy?"

Fluttershy merely yawned in response.

"Still tired?" her mother asked, scooting over to heft the smaller pegasus up into her hooves. "That's okay... we can always talk later."

"You can talk now... if you want," Fluttershy replied, stifling a yawn as her eyes closed, her mother's hooves swaying her gently back and forth. "I'll listen..."

"It's alright... we'll talk later. Just relax."

Fluttershy snuggled into her mother's forelegs, digging her head into the soft fur of her chest, wings fluttering as she got comfortable.

"Momma?"

"Yeah, 'Shy?"

"Can... can you sing me a lullaby?"

Her mother was quiet a moment before replying, "Yeah... yeah, I think I can do that."

"Thanks, Momma," Fluttershy whispered.

She cleared her throat and began to hum, voice cracking slightly before she began the song proper.

"_Hush __now__, __quiet __now__,_

_Time __to __lay __your __sleepy __head__._

_Hush __now__, __quiet __now__,_

_Time __to __go __to __bed__..."_

Fluttershy's eyes closed fully as the song went on, the dull drone of the narration disappearing wholly as she was left with only the lullaby and her mother's hooves cradling her. Memories of a bygone time bubbled to the surface, a feeling of peace she hadn't felt in what seemed like years returning to her.

"_Hush __now__, __quiet __now__,_

_Time __to __lay __your __sleepy __head__._

_Hush __now__, __quiet __now__,_

_Time __to __go __to __bed__."_

Unbeknownst to the little pegasus, something had shifted around her. The model Equestria had changed, the blurred focus had crystallized. The once plastic trees and magical apparitions had been replaced by something as, up from the Everfree, there rose a shade.

"_Drifting __off __to __sleep__,_

_The __exciting __day __behind __you__._

_Drifting __off __to __sleep__,_

_Let __the __joy __of __dream time __find __you__."_

Up from the forest the beast came, attacked and pestered constantly by a blur of red. In a distant corner of her mind, she could hear the familiar roar, her brow creased as she broke into a cold sweat. The skies above the forest swirled with the strange clouds, crackling with an arcane light, glowing a deep magenta before, with a bright flash, the light cut through the dark, an echo of a scream filling the ride.

"_Hush __now__, __quiet __now__,_

_Time __to __lay __your __sleepy __head__._

_Hush __now__, __quiet __now__,_

_Time __to __go __to __bed__."_

The cart came to a slow stop, the lights above dimming as the ride was filled with the magenta light. The thick cloud walls that blocked the ride from the rest of the fair bulged beneath the influence of a soft blue light before they suddenly burst inwards, Fluttershy shooting up as winds ripped through the ride.

"_Hush __now__..."_

"Momma, what's happening?!" Fluttershy cried out, burying herself further into her mother's grasp, staring up with frightened eyes at the seemingly oblivious pegasus, her eyes closed as she continued her song.

"_...__quiet __now__..."_

The cart heaved to the side violently, the magical track it had been following vanishing.

"Momma!"

Hooves slipped as both were sent careening from the cart, Fluttershy's wings beating hard against the winds just to keep herself steady as her mother vanished from her.

_What__'__s __happening__?_

No longer was she above a model Equestria, but seemingly hundreds of miles above the genuine article, her mother tumbling down through a hole in the clouds as a storm raged all about her, tearing apart what remained of the ride's facade in a burst of wind, rain and lightning.

"_...__time __to __lay __your __sleepy __head__..."_

Fear running through her, Fluttershy instinctively folded back her wings and dove towards the plummeting pegasus. Her mother was seemingly locked in her position, hoof running through a now absent mane as the song gently rose up to meet Fluttershy.

"_Hush __now__, __quiet __now__..."_

"Mom! Wake up!"

Fluttershy continued her dive, rushing towards her mother, hooves outstretched as tears were torn from her eyes to join the chilling rains.

"_It__'__s __time __to __go__..."_

She grasped at her mother's frozen form, searching hooves missing once... twice before they found her body, grasping the older pegasus about the shoulders.

"Momma! Please wake up!" she begged, pulling and yanking up at the frozen pegasus, wings beating as hard as they could, seemingly unable to slow much less stop their descent. "Please!"

As she cried out a second time, a strange warmth filled the filly, a pink glow flowing out from within her and into her mother.

"Wha? Fluttershy?!" her mother gasped out, eyes wide and panicked, her hooves immediately grasping at her daughter. "What's happening?!"

"I d-don't kn-know!" Fluttershy choked out, still beating her wings as furiously as she could.

Glancing down to see the ground rising to meet them, her mother immediately flared her wings wide, clutching Fluttershy to her chest before angling them slowly out of their dive, glancing over the top of the Everfree Forest, leaves and branches whipping at the pair before she could level them off properly.

"We need to land!" her mother yelled over the roar of the storm, the winds buffeting them, sending them deeper and deeper towards the woods as she fought for control.

"There! There!" Fluttershy shouted, spotting the familiar patch of grassland just beyond her cottage... her...

"Whoa!" her mother cried out as she felt them suddenly dragged downwards by an added weight, sending them both tumbling to the thankfully soft, muddy ground.

"Fluttershy! Are you alright?"

"I-I think so..." Fluttershy whispered as she carefully disentangled herself from her mother. "Are you..."

Fluttershy's mother didn't reply, simply staring at the mare in disbelief, eyes tinged with tears.

"I... you got big..." she muttered gently, words almost lost in the howling storm.

Fluttershy looked at herself to find that her mother was indeed right, her lanky filly form replaced by her... by her normal body. Fear settled in the pit of her stomach.

"Mom... we need to go..." she whispered, frightened thoughts dancing in her mind.

"Go? Go where? And what happened? You were so small and now you're... big and I..." her mother choked on her words, grasping Fluttershy to her. "I... I remember..." she whispered, voice full of fear. "Oh, Celestia..."

"Mom, we need to go. We need to run!" Fluttershy implored, fighting against the older pegasus's fearful grasp.

"I'm so sorry, Fluttershy... oh, Celestia... I'm so, so sorry..." her mother whimpered. Fluttershy could feel the warmth of her tears as her mother buried her face in her chest. "Please, Fluttershy... forgive me..."

"I... I don't..." Fluttershy murmured, patting her mother's sopping mane with a hoof, but there came no reply save for more tears.

The storm began to slacken even as the darkness about them grew. Fluttershy watched in horror as the edge of forest darkened and then swelled outwards, shadows stretching towards like a hundred grasping hooves.

"We have to go... we can talk a little later... but for now we have to go..." Fluttershy whispered, dragging her mother back a step before suddenly being halted by a sudden cry of pain. "Mom!"

Her mother collapsed to the ground, twitching and writhing. Flutterhy's eyes darted over her, trying to find the source of her distress only to find nothing.

"Mom, what's wrong?"

There was no reply, just groans as the darkness crept slowly towards them.

"Momma... please..." Fluttershy begged, pulling at her mother's hoof, her own hindhoofs struggling for purchase in the mud. She stared down at her mother's heaving chest and then, aided by a flash of magenta lightning, she saw it: a tiny tendril of shadow running from her mother to the inky black approaching them.

"I... I'm sorry... Fluttershy..." she gasped out, face half-buried in the muddy earth as Fluttershy slipped and landed with a wet plop in the muddy field.

"I won't leave you, Momma..." Fluttershy stated, clutching her mother tight, watching through tear-streaked eyes as the dark drew fully from the forest, a wall of inky black coming towards them.

"I... I'll find you, Fluttershy... I promise..." she whispered, eyes fluttering, hooves grasping blindly for her daughter.

"You don't have to find me. I'm right here, Mom," Fluttershy muttered blankly as the dark crept up her mother's hindlegs. "I'm not going..."

"You need to... it's getting cold..."

"I'm no—" Fluttershy was cut off as the dark hit her, sending her back out of instinct, hooves slipping as she tried to pull her mother with her. "No! Mom!" She moved make a run at the dark barrier, but found herself pulled back roughly.

_What__?_

"Lemme go! I have to get her!" Fluttershy cried out, looking down to find strands of blue glowing thread lacing over her body. "No, what are you doing?!" she demanded angrily as she glared at the purple silhouette behind her, the presence of another silhouette, this one a soft blue, only serving to deepen her frustration.

"Go... Fluttershy... please..." she heard the gasping voice beg. Fluttershy struggled against the magical binds to no avail, limbs twisting against it weakly.

"Save her... please..." Fluttershy begged the silhouettes, her body slackening.

The purple silhouette looked to the blue before staring off into the dark. It seemed frustrated as it levitated the now limp pegasus onto the blue silhouette's back.

"Please..."

With a determined huff, the purple silhouette moved towards the dark, horn glowing as a thousand needles materialized from the aether to flank it. It turned back momentarily, nodding to the blue silhouette before its horn ignited with magic, a shower of needles plunging into the dark. Fluttershy shuddered as a familiar roar once more filled the air, the shadow writing as it rose into the air, the blue silhouette taking a few, cautious steps backwards.

"Oh, please no..."

Fluttershy watched in horror as the inky black began to collect a meld into something cohesive, something recognizable. She didn't have long to watch, however, as a wispy branch, held by a shimmer of magic whipped the blue silhouette's hindquarters, sending it into a mad gallop away from the dark.

"No, wait!" she cried out helplessly, watching at the dark formed into a enormous, clawed fist and, as it slammed to the ground, the unicorn silhouette burst apart into purple motes of light before fading away.

_No__... __not __again__... __please __not __this __again__..._

She had little time to think as she struggled against her binds.

"We can't leave them!" she yelled as the blue pony galloped hard towards her cottage, reaching it as the roaring head of the beast pierced the shadow.

_We __can__'__t __just __aband__on __them__... __we __have __to __go __back__..._

Her silent pleas went unbidden as they rounded the cottage, Fluttershy's eyes going wide at what she found where her chicken coop had been.

"A... a cann—" Fluttershy gasped as the blue silhouette bucked its hindquarters, sending the bound pegasus up and into the enormous cannon's barrel, slipping to the bottom. "Oh, no, no, no, no..."

A small hatch near her head opened to reveal the blue silhouettes featureless face. Somehow she could feel it's smile as it nodded its head rapidly.

"I can't! This is crazy!"

The silhouette paused a moment as if to ponder the pegasus's words before turning back with that same implicit grin, nodding vigorously as if to say "Yes, and yes!" before grasping at the binds around the pegasus, breaking them with a good tug with its teeth.

"Bu-but my wings! They aren't ready!" she sputtered out, lifting her limp wing to demonstrate, eyes wide as the blue silhouette simply gave her mane a quick noogie before slamming shut the hatch.

Fluttershy sat in the dark, hooves pressed against the slick sides of the cannon as it began to shift, the cranking of gears echoing through the firing chamber. She watched as the sky shifted around above her until the cannon was pointed directly at the moon. All was still a moment before there came a gentle ratta-taptappatap-tap-tap from outside the cannon. Fluttershy cocked an eyebrow but otherwise didn't move. Then it came again, the melody of seeming more familiar.

_I__... __that__'__s__... _Fluttershy lifted a hoof hesitantly to the cannon's side. The melody repeated once more and the pegasus finished it off with the last two notes. _Wait__a__—_

Fluttershy's thoughts were interrupted as, in an explosion of streamers, confetti and what appeared to be a rather sizable birthday cake, she was shot from the cannon, screaming as she arced towards the moon. Twisting about in the air, her half-extended wings and her momentum keeping her steady as she looked below at the rapidly shrinking cannon.

_No__..._

She watched as the shadow dragon loomed over the seemingly oblivious blue silhouette, its hooves waving at her excitedly as it bounced on its hindlegs.

_No __no __no __no __no__!_

It shattered as the beast's massive clawed foot crashed down upon cannon and silhouette in one go.

Fear coursing through her, Fluttershy spread her wings painfully as she reached the top of the arc, turning her attention to her inevitable location deep within the Everfree Forest. She found her wings already cramping as she began her descent, the roaring winds tearing the loose feathers and down from her as she tried vainly to control her flight. A sudden burst of lightning nearby startled her, wings snapping shut instinctively. She began to plummet, a familiar sight rising to greet her.

_Back __to __the __beginning__..._

Then, out of the corner of her eye, she saw a blur of red flying towards her.

~o~0~o~

_"__Please__, __Fluttershy__... __please __wake __up__..."_

_ "..."_

_ "__A __moment__..."_

_ "__What__?"_

_ "__Jus__' __do __like __she __says__, __Rainbow__..."_

_ "__I__... __but__... __okay__..."_

_ "..."_

_ "__Fluttershy__... __if __you __can __hear __us__... __we __have __something __to __tell __you__..."_

~o~0~o~

With a crash, the pair burst through the castle window rolling across the floor in a heap of wings and hooves before colliding with the far wall. Everything was silent for a moment, the sound of hard breathing filling the room as the din of the storm slowly faded away.

Coughing and sputtering, Fluttershy shoved the red silhouette away from her angrily. The silhouette trotted away a few steps before looking back at the huffing pegasus.

_Wh__-__why __would __you__... __how __could __you __do __that__..._ she thought, the words subsumed in frustration verging on anger.

"Why did you all take me away?!" she screamed at the silhouette, her voice shrill, broken. "Why did you abandon them? Why did you make me abandon her?!"

The silhouette didn't reply, simply cocking its head to the side as it stared at her. It glanced at the magenta silhouette at the other side of the room, but the unicorn's focus was on the stairwell entrance.

The throne room once more.

Dusty, dirty, empty... a void...

It seemed as though it had never been touched. The damage from the previous battles had been forgotten by the ancient walls, restored to what one could only call with bitterness in their heart its 'former glory.'

"Why did you...? Why?" the yellow pegasus mewled softly, her eyes welling up with tears as the anger bled from her, a dark weight settling upon her consciousness: defeat.

"Why indeed?" a voice boomed from the entrance, shocking Fluttershy into diving behind the magenta unicorn. "She was so much happier there... how could you do such a thing? Separating a child from its mother like that... haven't you a heart?"

Fluttershy cowered behind the magenta silhouette, shaking as the beast manifested itself, darkness bleeding through every crack and crevice around the entrance as its draconic form filling the room entirely, the red silhouette taking back to the air.

"She would have been so much happier," the dragon stated as Fluttershy stared at it.

Its body was suffused with decay, the shadows that comprised its form seeming to drip away into nothingness even as they were replenished anew. Even its usually mocking laugh seemed pained now.

"But you had to ruin it, didn't you? A joyful reunion of mother and daughter..."

With an audible growl, the red silhouette shot like an arrow at the beast, slamming into the side of its head, sending it crashing down into the wall. It lay there, stunned for a moment as the stony structure heaved and crumbled beneath its weighty impact. With an unheard roar, the red pegasus came around for another blow, but as the silhouette looped around, hooves at the ready, it was suddenly snatched from the air, a shadowy claw forming about it.

"You think me defeated, elements!" it roared out. "We have only just begun, young ones."

"Let her go!" Fluttershy cried out, adrenaline flooding her veins as she shot out from behind the protective cover of the magenta unicorn.

"You think you may command me, small one?" The dragon smirked before smashing the red pegasus to the floor. It lay there, unmoving as the beast turned its attentions to her. "Do you think yourself in control here?"

"I... I..." Fluttershy sputtered as her courage drained away beneath its gaze.

"You think you have the strength? When so much of it has been borrowed?" the beast inquired as it drew closer to them, the magenta silhouette slipping itself once more between Fluttershy and the nightmare. "From the elements... from your friends... from these fleeting memories..."

Fluttershy ducked to floor, unable to bear the nightmare's gaze even as a shimmering shield materialized about her.

"What will be left when they are all gone.. when you are truly abandoned." It paused its stride momentarily, grin growing wide across its features. "I do wonder... what will be left of you?"

The magenta silhouette stood strong, planting its hooves firmly on the ground as the shield glowed brighter and brighter.

"Let us see then..."

The beast raised a clawed fist and brought it down on the shield with a thunderous crash.

"What—"

Once more, the shield holding as the ground began to cave beneath them.

"—is—"

The ground crackled and the shield began to splinter, the magenta silhouette falling to them ground, horn sparking as it struggled to maintain its magic.

"—left!"

The shield burst apart, the magenta silhouette crashing into Fluttershy, the pair tumbling back.

Fluttershy groaned as she struggled back to her hooves, staggering to the unicorn's side.

"No.. don't leave..." she gasped out as she grasped the motionless unicorn, its body crumbling away in her hooves, the air filling with its light.

"Let us finish then, young one," the beast stated in a tired tone, exasperated. "Let us be done with this nonsense."

It raised its clawed fist to strike but suddenly found itself knocked back by a blur of red streaking back through the window.

"Such persistence... Must we continue so?" the beast asked, lifting itself from the ruins of a column with a rumble of frustration.

The red silhouette alighted upon the ground just in front of Fluttershy. It postured itself against the beast, forehoof scraping at the floor as it threatened to renew its attack.

"What do you hope to gain?"

~o~0~o~

_"__Time__..."_

_ "__Beg __yer __pardon__?"_

_ "__Time__... __we __need __time__..."_

~o~0~o~

A trembling Fluttershy watched as the red silhouette dodged between the beast's swiping claws, striking the nightmare with a rising hoof to its jaw. Quickly, the silhouette retreated out of range as a burst of shadowy flame sliced down from the ceiling before charging back at the beast, looping around the deadly stream of fire before crashing right into its exposed throat. The nightmare choked, its fiery blast ceasing as it collapsed to all fours before the red silhouette sent it crashing down with a well-timed blow to its chest as the beast reeled.

The silhouette flipped around in the air, looking by all accounts ready to deliver a final blow before, with a crack, the nightmare's tail sent the red shade retreating back once more. The silhouette had only a moment's reprieve before the back of the beast's clawed hand caught it, sending it crashing through a window.

"And now, little one," it hissed, drawing closer to Fluttershy as she pressed herself into the corner of the room, "this can be over." The beast slunk along the floor, lower half fading into incorporeality as its top half seemed to bend and ripple above, shadows dripping from between its exposed fangs.

Fluttershy could only cower in fear as the beast drew nearer.

"Now..." it gasped out through gritted teeth. "Submit."

_I __won__'__t__, __I __won__'__t__, __I __won__'__t__, __I __won__'__t__, __I __won__'__t__, __I __won__'__t__, __I __won__'__t__, __I __won__'__t__... _ she repeated over and over in her mind. She had seen too many... too many...

"Submit!" the nightmare demanded as she felt the cold of it closing around her.

_No__, __no__, __no__, __no__, __no__, __no__, __no__, __no__, __no__, __no__, __no__, __no__... _she replied silently, curling around herself as tightly as she could even as she shook her head violently back and forth.

_"__SUBMIT__!"_ the beast roared, not in words, but in a thought screamed directly into her mind as her hind hooves kicking at the suddenly missing floor, desperately trying to get away. _"__SUBMIT__!"_

"NO!"

Her eyes snapped open as she felt something. She peered into the dark and saw the bright flash of red cutting through the dark. She saw through the darkness, through the nightmare.

It struck the nightmare full force, the nightmare's form shattering before her eyes. The darkness swept away as the red pegasus skidded along the floor before her, a pair of familiar eyes staring down at her from beneath the red light.

"_It__'__s __time __to __wake __up__, __Fluttershy__..."_

"Rai-rainbow?" she whispered hoarsely, slowly uncurling her trembling body.

"_C__'__mon__, __Fluttershy__... __you __can __do __it__..."_

"Is it... are you..." she reached a hoof towards the other pegasus, but something caught her eye.

A coil of shadow... snaking across the floor...

"_It__'__s __time__, __Fluttershy__..."_

Fluttershy felt cold, body frozen as all the colors seemed to fade away, the red of the element the only light as the beast molded itself into a familiar form.

_Rainbow__... __please__... __please__... __please__... _she begged silently. _Please__..._

It struck, shadowy fangs piercing through the pair. She felt the burn once more, watching as red light poured from the newfound wound. She couldn't breathe. She couldn't think. She could only watch as the light bled away. She grasped weakly at the silhouette, at the cyan pegasus, at her friend as they lay on the floor. Distant voices echoed noiselessly, unintelligible and unwanted as her hoof grasped at her.

"Rai... Rainbow? I'm sorry... Rainbow... please don't go..." She cried softly as she clutched at her friend, a sticky wetness pooling between them.

"Fluttershy?" came the soft whisper.

"I'm... I'm here..." she replied, eyes dimming as the color drained from the other pegasus.

"No...nopony else..."

"What?" Fluttershy asked as her eyelids fluttered shut, feeling so heavy. Her breaths coming in staggered gasps, she drew her friend as close as she could with her weakening hooves, unwilling to let go.

"Nopony else needs to be hurt..."

Fluttershy's eyes snapped open and her blood ran cold.

"Nopony else needs to be hurt because of you..."

Fluttershy watched as a grin crept across Rainbow's now monochromatic face. The usually rose-colored orbs a dark gray; the pupils shrunk to tiny dots as she smiled wide.

"Nopony needs to be hurt trying to protect a sad little weakling like you."

Fluttershy scrambled back, wounds sealed as they were returned back to the throne room once more.

"I would have thought that this would have made you happy, little one." Rainbow tut-tutted as she walked closer, forcing Fluttershy to the wall. "Where's your sense of kindness?"

Fluttershy simply stared in shock at her friend, innards twisting as the urge to vomit grew stronger.

"How cruel it is for you to keep doing this to your friends... Tsk-tsk, Fluttershy..."

Then something happened.

"To lead them so foolishly..."

Something inside Fluttershy...

"To give them up so selfishly..."

Something deep inside her simply...

"To sacrifice them..."

...snapped...

"How could you—" Rainbow didn't finish as she was slammed to the floor by the pink-glowing pegasus.

"How dare you use her!" she screamed as she lifted the other pony up by the shoulders only to slam her down again with a snarl of rage. "How dare you do any of this to anypony!"

She raised up on her hind legs, face twisted in a mask of rage, anger seeping from every fiber of her being.

"I hate you!"

She slammed down, forehooves together, on the other pegasus's face, hooves hitting home with a sickening crunch.

"I hate you!"

Again.

"I hate you!"

Once more, the feel of shattering bone reverberating up her hooves.

"Just die!"

A final time her hooves came down before she collapsed, sobbing beside the mangled face of her best friend.

_I__... __I__..._ she couldn't think as she stared at the body, face unrecognizable, a gaping hole set in the center of its abdomen. Fluttershy felt suddenly hollow. She felt so empty as pinkish motes of light were blown from her by some unfelt breeze. _I__can__'__t__..._

She didn't move as she felt the familiar cold sweep about her.

_I __can__'__t __anymore__..._

She felt it invade her until she awash in an ocean of it, surrounded by the darkness.

_I __just __ca__—_

Her thought was interrupted as a sudden wave coursed over her followed by a familiar, earth-shaking noise.

_That__'__s__... __It__'__s __familiar__..._

She watched it through the window, a rainbow wave of light coursing towards them, lighting the dark.

_Why __is __it __so __familiar__..._

She watched as it hit the room. The stones disintegrating beneath its might, tearing the throne room to pieces.

_It__'__s __so __beautiful__..._

Then it hit. An indescribable pain shot through her as she was cast down, sent into the pit of infinite blackness. She felt something lift from her, the cold seeping from her, flying away from her... sneaking back, just behind the wave of light... abandoning her to the dark.

_Why __are __you __going__?_

She could hardly think, her wings limply wavering at her sides as she plummeted towards infinity, yellow feathers from the rapidly diminishing limbs marking her path through the dark.

_Why __am I crying__?_

She watched in confused fascination as a trail of tears few stray tears whipped from her eyes, twisting upwards with the feathers as her vision began to fade.

_Oh__... __Who __are __you__?_

The last thing she saw...

_Where __are __we __going__?_

…a glowing pink pegasus plummeting towards her.

~o~0~o~

**(****Edited****: ****August**** 30****th****, 2012)**


	14. Arc 1: Perturbation, Epilogue

_**Metanoia**_

_Perturbation_

_Epilogue_

~o~0~o~

"Ughh... my head..." Rainbow groaned, struggling to rise as she rubbed her aching skull with a forehoof. She could only stand part way before a sudden twinge of pain shot through her abdomen and she dropped to a crouch.

_Well__... __that __hasn__'__t __gone __away__..._

Gently, she was hefted to her hooves proper by a stony-faced Applejack, glancing over to where Pinkie and Rarity lay, seemingly half-conscious on the floor of the chamber. Twilight, on the other hoof, was already at Fluttershy's side, eyes dancing across the pegasus's prone form.

_That __had __to __work__... __right__?_ the rainbow-maned pegasus thought, a nervous tremble coursing through her as she tried to shift her weight onto her own hooves. _Elements __certainly __took __enough __out __of __us__..._ she thought bitterly, feeling the weakness of her body acutely.

Applejack merely rolled her eyes, shifting the cyan pegasus closer before helping her limp towards where Fluttershy lay, still tucked into her hospital bed, unconscious.

"Did it work?" Twilight asked suddenly, voice devoid of emotion.

"I... I do not know," came the worried reply from the sun princess, the sisters having stuck to the back of the room during the operation.

"Fluttershy? Can you hear us, Fluttershy?" Rainbow croaked out, rubbing a hoof along the other pegasus's own.

But Fluttershy was silent. Still silent.

Rainbow placed her forehead on Fluttershy's, a few stray tears staining her cheeks, bloodshot eyes staying open.

"Wait... what's happening?"

With a surge of excitement, of hope, Rainbow raised her eyes to find that something had indeed happened. But not anything they had desire as the color all seemed to drain from the unconscious pegasus.

"Tha... that can't be right," Applejack remarked, voice cracking as she stared at the line of gray that seemed to be slowly, but surely making its way across the pegasus save for one spot.

_It__'__s__... __it__'__s __working__..._ Rainbow stared as the Element of Kindess glowed a dull pink, Fluttershy's usually soft yellow complexion remaining, if only just around the necklace. _Isn__'__t __it__?_

"Princess?" Rainbow turned to face the moon princess, eyes pleading for something, even the merest shadow of a hope to be given. But Luna simply watched, silently observing, her expression impenetrable. Rainbow turned back to her friend, hoof brushing against the golden surface of the element, touching another hoof to the element about her own neck.

"Fluttershy?"

_Please__, __Fluttershy__..._

"Please, Fluttershy... please wake up..." Pinkie whispered, the pink pony appearing beside Rainbow, a bleary-eyed Rarity at her side.

They stood in silence, five friends locked in failing hope, a pall of helplessness cast over them all.

"A moment..." a voice broke in, Luna casting a shield spell that gently pressed the five elements from their sixth.

"What?" Rainbow demanded, her voice missing the anger, the indignation she wanted.

"Jus' do like she says, Rainbow..." Applejack muttered, hefting the cyan pegasus back.

"I... but... okay..." Rainbow murmured, feeling the defeat accumulate.

The moon princess passed into the bubble she had created around the bed and to Fluttershy's side, bending her head down to the unconscious pegasus.

"Fluttershy... if you can hear us... we have something to tell you..." Luna trailed off into whispers, eyes focused and determined as the rest simply looked on. Slowly, the shield spell collapsed to a single point of blue light at the tip of the moon princess's horn as she touched it to the felled pegasus's chest.

"Princess Celestia?" Twilight murmured as she watched, her mentor sliding forward to comfort her former charge.

"Yes, my student?" Celestia replied, voice detached as they looked on.

"Have..." Twilight choked on her words, swallowing the lump lodged within her throat before continuing. "Have they failed before?"

Celestia was silent a moment, content to simply place a hoof on her charges shoulder. "Yes... they have," she whispered.

"Time..." Luna finally spoke aloud.

"Beg yer pardon?" Applejack asked as the five friends crowded back around the bed.

"Time... we need time..." Luna replied, looking forlorn as she stared at Fluttershy, hoof tapping at the edge of what remained of Fluttershy's color.

"Well, how do we get more?"

"We... I do not know."

"C'mon, Luna, think!" Applejack demanded with more anger than she had intended, pushing her face into the moon princess's.

"We are playing with powers beyond your comprehension, Lady Applejack," Luna hissed in reply as she pushed back, face burning with anger before softening. "I... I can scarcely believe that I comprehend their will either..."

"I... I'm sorry... we's all worried... an'..." Applejack tipped her hat back as she trailed off.

"Wait..." Luna murmured, her horn lighting up once more as she took a few steps backwards.

"What? What's happ—" Twilight was cut off as her question was answered as the Element of Kindness glowed a blinding pink.

A beam shot from the element, striking each of its peers in turn—Honesty, Generosity, Laughter, Magic and finally Loyalty—before the magic arced back around to strike the Element of Kindness.

"The hay!" Applejack cried out as they were jerked roughly into the air, the room alight with a familiar kaleidoscope of colors before the five dropped haphazardly to the floor, the room fading into darkness before something burst, a cloud of dust filling the air.

Rainbow coughed, sliding herself along the floor towards the nearest pony, a hacking and sputtering Twilight Sparkle.

"You okay?" the pegasus asked, tapping a hoof on the purple unicorn's.

Twilight choked down a cough, nodding her head before calling forth her magic, an arcane wind blowing through the room to clear away the dust. The trio of windows along the wall burst open with the aid of yellow magic as the fading sunlight streamed into the room alongside fresh air. A combination of light and dark blue magic brought the magic-powered ceiling lights back to life, the ornate chandelier flaring brightly before settling once more to its normal luminosity.

"Is everypony alright?"

"Everypony seems to be in one piec—" Rarity cut herself off, letting out a gasp as her eyes trailed towards Fluttershy.

"Fluttershy!" Rainbow, ignoring the aches of her body, lept over Twilight to grasp her fellow pegasus in her hooves. "You're awake!"

"It worked!" Twilight exclaimed excitedly as the quintet crowded the conscious, but seemingly confused pegasus.

"Rainbow?" Fluttershy whispered, looking down at the rainbow-colored mane as it buried into her chest.

"Yeah, Fluttershy?" Rainbow twisted to look up at the pegasus.

"You smell..." she muttered, nose wrinkling.

"You really _could_ use a bath, darling," Rarity replied, voice giddy as she hugged the yellow pegasus tight before her nose wrinkled as well. "You both could actually."

"Baths later! Hugs now!" Pinkie declared with a joyful giggle, her seemingly elastic hooves ensnaring the whole group.

From afar, Luna watched with a gentle smile on her face as a familiar wing closed over her.

"I... I am so, so very happy, sister..." Luna whispered, pressing into her elder as happy tears fell from her eyes.

"I know... I am as well," Celestia replied, nuzzling her younger affectionately, wiping away the tears with a wing.

Behind the royal sisters, an odd look upon his face stood a grey-blue unicorn with a disheveled, silvery mane that belied his noble dress. He watched silently in rapt fascination as what remained of the Element of Kindness floated away on the evening breeze.

~o~0~o~

~End Arc One~

The cave was alight the crystals' strange glow. Deeply set into the walls, they pressed out in strangely ordered rows and, though they were all at of differing levels of growth, there was an obviously intentional quality to their arrangement as they cast an strange pink hue over the cave walls. Once, the cave had been natural, timeless, but now seemed orderly and new as its luminosity seemed to grow in their new guest's presence.

She stared at it, the gouge in the rocks ahead, a wound torn deep within the earth. It rippled and bent before her eyes as she walked towards it on unsure hooves stung by the coolness of the cave floor. Curiosity and caution wrestled one another in the depths of her mind as she drew nearer to the stony gash.

Slowly, deliberately the wound expanded and she spotted a light within the gash, shining within the dark. She reached a hoof towards it, feeling something resist. She drew back her hoof, examining it, the shadowed appendage rippling before her eyes. She turned towards the crystal-covered walls, catching the barest hint of her reflection, a pair of glowing turquoise eyes glinting off the polished surface.

Turning back to the hole, she pressed her hoof to the barrier, staring nervously at the point of contact before, screwing her eyes shut, she pressed through. First her hoof and then the rest of her body before she felt it...

Light... warmth...

She opened her eyes to find herself on a sandy peak, a seemingly infinite desert spread out before her.

In the distance, a tower reached like a desperate hoof towards the brown sky, glowing with a warm, beckoning light.


End file.
